Shades of Self
by Deyinel
Summary: Four years ago Ben surrendered to Vilgax to protect his town and tried every day to believe he could escape a fate he couldn't imagine. In the present day Gwen fights to protect her world from Vilgax's army, and discovers a secret she may regret knowing. Cover image belongs to lobo solitario. Isn't it awesome!
1. Drive

Shades of Self

Disclaimer: I don't own Ben 10 or Ben 10: Alien Force

This is kind of an odd story. I really like it, and so I'm going to write and post it. You can leave a review if you like and I will really appreciate it. In any case, enjoy the first chapter.

Note: I have changed the series slightly for this fic. Most of the episodes happened just as they did in the show, with the exceptions of all the episodes in which the omnitrix came off Ben's arm or had pieces broken off of it. This includes _Gwen 10_,_ Back With A Vengeance_ and lots of others. So yes, _Secrets_ has happened, but Vilgax never teamed up with Kevin. Also, _The Secret of the Omnitrix_ never happened, and neither did any of the episodes where they travel to the future.

All will eventually become clear, please bear with me until then.

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><p>"The first rule of war is to know yourself. Then you may focus on getting to know your enemy."<p>

- Ancient Xeraxian philosopher Merius.

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><p>Gwen was riding in an elevator. It was not an old fashioned elevator with metal gates behind the doors, the kind that is still found sometimes in old hotels, nor was it a slick, wood paneled elevator with mirrors in the ceiling like the ones Ben always used to love making faces in. The elevator was traveling to the docking bay of Grayex's spaceship. Once at the docking bay she would depart in the small stealth ship for her mission.<p>

The elevator was made of some dark gray material that looked like metal, but felt like spongy stone, if that were even possible. Several of the irregular bumps in the 'stone' were actually knobs and switches for controlling the device when it was not on auto. Gwen could work them, but only slowly and with difficulty. The technology of Grayex's people was incredibly complex. Ben would have been completely lost.

It surprised her how much it still hurt. Four whole years and she couldn't think of him without pain, and it seemed these days as though she was always thinking of him. Where would she be now if Ben were still alive? Would she be back on earth worrying about her gymnastics meet and finding new and more exciting books to read? She missed her old life, missed it with a passion, but at the same time she knew she couldn't return to it. The monster who had killed her cousin was out there somewhere with his army, and some deep, primal part of her, a part which had nothing to do with logic, with sums and equations, that part of her wanted _revenge_.

The elevator stopped with a hardly perceptible hiss, and Gwen stepped out through the smoothly sliding doors and into the enormous hanger. It was almost full today, she noted, with most of the scout ships having returned. Her own ship was waiting serenely for her in the centre of the hanger near the ground. It was placed over one of the anti-gravity vents which would give it the lift it needed where there was no room for a runway, as now.

Gwen felt a little shiver as she saw it there, so final and immovable. They were going after Vilgax, she and Grandpa. They were the only two members of the alliance who had actually fought Vilgax face to face, and therefore were the natural choice for the mission, although there had been many heated arguments on the subject. The other leaders were not happy with Gwen going on the mission because she was still a child, only fifteen, and they were not happy with Grandpa Max going because he was indispensable. _There it is_, she thought. _We're going on what may be a suicide mission. After all, we have only the word of one spy that Vilgax is not on his flagship at the moment, and if we fail, what will they do without Grandpa?_ But it didn't matter. Grandpa was going; he was still the best at this sort of thing. Gwen also suspected that he felt just as she did. She wanted revenge, _needed_ it, and she would not accept anyone's arguments about why she shouldn't go.

What she really wanted was to fight Vilgax himself. She wanted to kill him, and end this war, but of course that really _would_ be a suicide mission. No, her mission today was to eliminate his operative. But then, that would give her almost as much pleasure. For several reasons.

As she neared the sleek sweep of dark green that was their scout ship, Gwen noticed two figures standing aft. It was Grandpa Max and Grayex. The former was busy fastening up his weapons bag, while Grayex spoke urgently to him in a low voice, bristly red tail tapping agitatedly at the hanger floor.

"I still wish you would reconsider doing this Max," the crimson alien said as Gwen approached, his rough, muddy voice raised in agitation.

"We discussed this," Grandpa Max answered seriously. "The omnitrix makes Vilgax's operative far too powerful. He has to be destroyed, and you know Gwen and I stand a much better chance of succeeding than anyone else."

"I still don't have to _like_ it," Grayex retorted. "We _need_ you in this war Max, you and your niece and her spells. At least promise you'll be careful. If you get in trouble, don't try to salvage the plan, just get out." He glanced over at Gwen where she had set her bag down and was listening to the conversation. The emotion in his large, violet eyes was difficult to comprehend. He then turned back to face his top operative. "The young of any species should be cherished," Grayex said clearly. "Bring her back safe Max, no matter what happens." Then he turned and headed off through the hanger toward the operations room, his tale twisting and scratching at the shining floor which cared nothing for the savage, foot long spikes.

Grayex had always been one of the more intimidating aliens to Gwen. He was seven foot four and looked very similar to a knobby, crimson Allosaur, except that his arms were longer and much more muscular, and he walked completely upright instead of using his tail for balance. The tail itself was about five feet long and incredibly well muscled. It was surmounted by a clump of spines which were not poisoned exactly, but infected victims with a hallucinogenic drug of some kind.

Gwen had always been skittish and unsure around him before, but now, upon seeing the intensity and genuine emotion in his eyes and seriousness of his voice, she wished that she had allowed herself the opportunity of getting to know him more.

She shook it off. Perhaps when they came back…. But for right now they had to get going. Grandpa had already entered the hatchway into the ship and Gwen hastened to follow him. It didn't really surprise her that he had not greeted her before entering. He was, after all, completely focused on the mission and what needed to be done to destroy Vilgax.

He had been this way for four years.

The ship slowly lifted off with the aid of the antigravity vent and glided easily out of the docking bay and into the star filled darkness.

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><p>Vilgax was not having a good day.<p>

The large, imposing alien paced back and fourth across his private stateroom, tentacles writhing as he mulled over the various annoyances in his life. Galactic conquest had slowed to a crawl at the moment, and he knew exactly who to blame. _Tennyson_. Of course, the old and frustratingly resilient man was not the only leader who opposed and hindered him, but Vilgax found it difficult not to blame at least some of his problems on his annoying enemy.

As if that were not enough, his allies were growing twitchy owing to the lack of progress, and it would soon be necessary to remind them who was in command. He paused and drew in a deep breath to calm himself. His tentacles stopped their crawling and relaxed against him. He must not lose control. Control of self all too often meant control of the situation.

In fact, he was due to visit some of the outlying planets soon to see if they had anything useful. He should have departed already, before his previous rest cycle, but there had been several important matters which had delayed him; small, annoying things, but sadly, things which could not wait. At least dealing with them now meant that they would not bother him in his absence.

The truth was that he felt uneasy lately when he was away. It wasn't that his pet couldn't handle anything unexpected, or was in any danger, but Vilgax had recently begun suspecting that there was an information leak somewhere, and with Tennyson out there still that was a very worrying concept.

He should have killed the human when he had had the chance. Well, perhaps that delightful option would appear again some day. Flexing his tentacles in something like a sigh, Vilgax returned to his view screen and sat down before the floating disk. He still had work to do.

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><p>The stars were so clear from space. Gwen had never really gotten used to the fiery points of light without the deadening glow of countless cities to blot them out. Not that she ever used to watch the stars; that had really been Ben's territory. She had always had her eyes and heart set solidly on earth. Would she have grown up to be a doctor? A lawyer perhaps? She could have been anything back then. But she could not imagine herself there now. She had changed far too much. Besides, if they could not stop Vilgax the Earth wouldn't even need doctors or lawyers. If there was an Earth.<p>

The piloting of the ship was handled almost entirely by the onboard computers. It had to be that way, Gwen had realized long ago, when she first learned about faster than light travel, because of the numerous factors which had to be accounted for as the ship hurtled through space. The few factors which had to be monitored and assessed by the pilot, in this case Grandpa, were easy enough to handle if you knew what you were doing.

Of course, this left very little for Gwen to do except worry.

It was true, that old saying that you never knew what you had until it was gone. Gwen thought about that a lot these days, and it always managed to make her bitter. She had always known that she loved her cousin, of course. But it wasn't until too late that she had known that it was _all_ of him she loved. He was annoying, careless, silly and wild. They had always teased each other, but strangely it was these things about him that she missed the most.

He had no business to have left her, to have up and _died_ and left her here to fight the battles he had always loved. He had to die like the hero he always wanted to be, and always really had been.

Gwen blinked furiously to clear her vision and scrubbed at her cheek with one hand to remove the incriminating evidence.

This was pointless. They must be almost there by now. She would go up to the cockpit and see if there was anything she could do. At the least, there would be a different window for her to glare at.

Surprisingly, their infiltration went flawlessly. Gwen, thinking back on it later on, mused that this should have been a clue that something was about to go terribly wrong, but at the time she had her mind on only one thing; vengeance.

Besides, Ben had always been the one to point out sci-fi clichés.

Of course, he was usually the one to set them as well.

They moved into hostile space and were immediately challenged by a tired sounding Hapsitor. Grandpa never blinked, just reeled off their ship's registration number and the secret codes. They had stolen a routine scout ship; nothing distinctive, nothing fancy, and the Hapistor was clearly not expecting anything amiss. They docked without incident, and then they were there, actually on Villgax's ship. Gwen could hardly believe it.

Now they were walking through the wide, red hallways, patiently trying to find their way. It wasn't easy. The ship was like a gigantic maze of blood-red hallways, like the insides of a massive beast, and although it was late into the standard sleep cycle, the hallways were far from empty. They had to stay out of site as they traveled. There was too much likelihood of Grandpa being recognized if they were spotted.

Yes, perhaps Gwen should have been more on her guard, but the fact was that she wasn't. And so when the enemy finally did appear, she was completely unprepared. All she was able to register was a blue-green blur which came at her from the side. She heard Grandpa cry out, and then a burning pain scalded her skull and she felt herself falling, but she wasn't awake when she hit the ground.

Maybe she should have been prepared, but there probably wasn't anything she could have done anyway.

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><p>Hope everyone liked the first chapter. Let me know what you think!<p> 


	2. Beginning

Shades of Self chapter 2

Disclaimer: No, Vilgax, you do _not_ own Ben 10. And neither do I. Yeah, it makes me sad too.

Hey, thanks to everyone who read the first chapter, particularly to those who reviewed. I'm glad to see that people are interested in reading more of this. I actually have the main points of this story planned out already. It's just the in-between parts I need to work on more. I am in school this year, but I will strive to update fairly regularly.

You'll notice a bit of a rewrite of the final episode here. ;)

Written mostly to 3 Doors Down, so if you like to listen to music while you read that will help create the mood.

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><p>"When you finally crack your way out of your egg you are alone. No one will feed you or protect you when you are in danger. The whole world knows this, but you will not realize it until the first of them comes crawling out of the swamp to eat you."<p>

- Fieralsten, eminent Nistaraen psychologist

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><p><strong>Four Years Ago.<strong>

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><p>Ben didn't surrender; he knew that, at least not completely.<p>

It was funny though. All summer he had dreaded coming back to Bellewood. It was the dullest town on the face of the earth, he felt sure. Nothing ever happened there, and worse, he wasn't allowed to show any of the kids at school just what he was capable of.

The irony didn't escape him, it just sucked.

The point was that he hadn't expected Vilgax to appear. It seemed almost _wrong_, as though he had violated something private. This was his life; his boring, tormented and chore-filled life. Why did his enemy have to destroy it?

His town was burning. Great plumes of smoke rose high above the familiar buildings, lit from beneath by a horrible red light. Those floating robots Vilgax was so fond of were everywhere, zooming here and there and leaving fire behind them like metallic demons.

Not that Ben thought of them that way. He simply saw everything he knew going up in smoke.

He was in alien form of course, Heatblast, and he had been fighting. He wanted to make Vilgax pay for intruding. Before today, he had thought that a little danger and fear would be good for the other kids in his class, sort of shake them out of their self-absorbed lives and show them what was important, but now, as he saw them running every which way, panic stricken, some bleeding, tears trickling down grime-covered cheeks, he felt the numb grasp of horror on his heart. This was not a game or a lesson, it was his home, and he was going to save it.

Until now, Ben had only seen Vilgax's drones, and had allowed himself to hope that perhaps the alien had once again neglected to come searching for the omnitrix himself, but that hope fled when he turned onto his street and caught sight of the place where his house used to be.

It wasn't a house any more, just a ruin of splintered wood and scorched brick. For a moment, Ben could only stand there, staring. Then he heard a whirring noise behind him, and dove to the side, barely managing to avoid the drone's laser. He turned to see that the street he had come down was crowded with drones, hovering silently. And yet, not a single one had its sights trained on him. Even the one he had avoided was no longer hovering behind him, but had backed off slightly. Ben sucked in his breath slightly as he saw their target. It was the only outward indicator of his horror that showed on his flaming face.

In the centre of the street, far away from the surrounding buildings, or indeed any sort of cover, huddled a small group of townspeople. There were about thirty of them, and even from this distance, Ben could pick out familiar faces. There were a few teachers from his school, kids he knew, people he passed every day. But surrounding them were the drones; silent, waiting. There were also a group of humanoid robots but similar to the drones in colour and design. The new robots all held some kind of energy gun in their seven fingered hands.

A sudden grinding noise pulled Ben's attention back to the ruins of his house to see Vilgax emerging from behind the sagging doorway.

"Well little hero, here we are once again," the alien rasped.

"Man, just what is with you?" Ben complained. His mind, however, was not on the words. Instead, he was busy trying to figure out how quickly Heatblast could take out the drones, and whether he could do it without anyone being hurt. It would have been easier as XLR8, but that wasn't an option right now, unfortunately.

"Don't even think about it boy," Vilgax said warningly. The alien's eyes narrowed and he stepped further out from the ruins. In one hand he held the limp form of Ben's father. He seemed unconscious, and he looked like a child next to the huge alien. He looked very fragile. Almost as if he could read Ben's mind, Vilgax said "None of them have thus far been harmed." The implication was clear, and Vilgax didn't really need to say any more. Ben wasn't about to risk fighting when his enemy had so many hostages. This wasn't over, but for now…

"All right, you win."

No sooner had he spoken then he felt robotic hands clamp around his arms like two vices. He looked to see that two of the humanoid robots must have come up behind him while he had been facing off with Vilgax. Each of the robots had clapped one hand around his arms, not so tight that they hurt, but with no freedom to move within that metal grip. They were easily eight feet tall and seemed far more powerful than they were showing. Ben would have found it easier not to be intimidated by them, if the omnitrix hadn't chosen that moment to deactivate. Ben was momentarily blinded by the red light as he felt his limbs shrinking and his flames going out. He also felt the robots' hands tighten swiftly as his arms shrank. No wiggle room there.

His hair blew back suddenly as a small red spaceship settled to the ground only about twenty feet from him. It was streamlined, needle-nosed, and clearly designed to fly within Earth's atmosphere. Vilgax had planned thoroughly this time; Ben had to give him that.

"Come," Vilgax said simply, and Ben turned to find the alien depositing his father on the ground, not ungently. Still, the man groaned when he stuck the ground, and Ben felt relieved at the sound. Vilgax turned and strode easily toward his ship, never looking back. Ben walked behind him at the silent urgings of his metal captors. They walked swiftly and steadily, almost marching, but still slowly enough for him to keep pace with them. Ahead, a door opened in the side of the waiting ship, and a gangplank extended like a long, dark red tongue.

Ben's mind was racing, but he knew that any escape attempt must come after Vilgax was well away from his town. Until then, there was too much of a risk of the alien carrying out his threat. He likely wouldn't be able to do anything until the omnitrix reactivated anyway. As he walked, Ben kept his eye on Vilgax. He noticed that the tentacles which surrounded the alien's head were shifting gently, as thought they were willow twigs caught in a light breeze as the alien walked up the gangplank and into the ship. He wasn't sure why he was focusing on Vilgax's anatomy. Perhaps it was to keep himself from looking back at the confused, frightened faces behind him. He couldn't deal with their discovery of him, not this way, and not this quickly, and not…now. When he got back he would deal with it, but not now.

But as he reached the gangplank himself, he couldn't help it. He didn't pause, as his two new metal friends wouldn't let him, but as his feet hit the sloping, red mat, he glanced back over his shoulder at his smoke-shrouded town.

The hovering drones were slowly moving away, and the collected citizens looked slightly less huddled. And most of them seemed to be looking, or rather staring wide-eyed, at him. Of course; they finally knew who he was, who else he was. Yes, there would certainly be problems when he came back, but Ben found that it didn't worry him at the moment, at least until his current problems had been dealt with, hopefully with an explosion of some kind. Instead, he found himself searching with his eyes for one particular person, for Gwen, although he wasn't sure why. Whatever the reason, he didn't see her. And then he was inside, and the thick, metal door clanged shut behind him. It was a medium sized room, high ceilinged, and empty. Vilgax must be up front, piloting.

Immediately, the small ship rose into the air and began climbing rapidly. It happened so suddenly that Ben swayed on his feet and would have fallen if his robots hadn't still been gripping his arms. It was a fast flight, with no indication of speed after that first jolt, and lacked any kind of viewing port to gage their speed by. However, it was fast enough that Ben didn't even have time to formulate one escape plan before the small vessel slowed and then slid to a stop as, Ben supposed, it made contact with its mother ship.

The door opened again shortly after that, and Ben was guided through it and into a large, black metal room, accented by dark red bands the same colour as the transport ship, and filled with other dark red, gray or black ships of various sizes and designs. The lighting was rather dim and came from some undefined place. Ben wondered idly whether Vilgax employed the same decorator that stereotypical Goths seemed to use. As if summoned by the thought, (or perhaps simply because they were far enough away from the doorway,) Vilgax emerged from the ship. He looked down at Ben, held between the two impassive robots and no doubt looking as uncomfortable as he felt, and his tentacles rippled gently again. His expression was unchanged and unreadable; alien.

Vilgax crossed to the wall and touched a section of it with one claw. A panel opened in the smooth wall with a hiss, and the alien reached down and removed something small, (to him), which he then tossed to the robot holding Ben's left arm. Robots move quickly. Before Ben had even realized what was happening, the Robot had grabbed his left hand and snapped a thick, metal cuff over his wrist, completely covering the omnitrix. It was clearly made to do exactly that, as it had been built to fit snugly around Ben's wrist on either side, but the middle was designed to have room for the bulky watch to fit inside it. Ben looked at his wrist, then up at Vilgax again.

"Just how well did you plan this?" he asked, not really expecting an answer. Vilgax wasn't exactly the chatty type. He was not disappointed in that regard.

"Lock him up," the alien growled, this being his normal tone of voice.

As the robots pulled Ben out of the docking bay and towards wherever Vilgax locked people up when he didn't feel like going strait for the 'mutilate' option, Ben tried to remember the rout for later. He also reviewed his chances. (1) Vilgax was having him escorted by robots. Not good; they likely couldn't be intimidated and seemed pretty strong, not to mention lacking the ability to be persuaded/tricked. They didn't even seem to _notice_ him, despite their firm grip on his arms. (2) Vilgax had managed to effectively disable the omnitrix. This was even less good, though there was likely a way to get it off. (3) Vilgax was locking him up for at least a little while before he tried to detach the omnitrix. Better. That gave him more time to think of escape plans.

A thick, dark gray door slid open, and Ben was pushed unceremoniously through it and into a medium sized room, also dark gray. It was square, and had a very high roof for its size. The door slid shut, finally separating Ben from his two escorts. Ben glanced around the cell and found that it was extremely Spartan. There were no furnishings besides a single bed which was built on a ledge coming off of the wall. There was a small door in the back of the room, which was unlocked, but merely lead to a (surprisingly human looking) restroom. The bed surprised him; even if he didn't escape before Vilgax came for him, Ben doubted that he would be here long enough to use it. What could possibly be so important that Vilgax would put it before obtaining the omnitrix.

Ben sighed and sat down on the hard, metal floor against one of the hard, metal walls. He needed to start working on getting that cuff off. Ghostfreak could get out of here in three seconds.

With any luck he'd be out of here before he had to look at Vilgax's repulsive face one more time.

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><p>Thanks for reading guys. Sorry this chapter was so late. I know it's not an excuse, but I've been really busy, plus I've been recovering from abdominal surgery, so there's that.<p>

Let me know what you think of this chapter. I quite like it, but it took me a lot of rewriting before I was happy with the tone. I wanted to keep Ben like himself, so I'd love some feedback on how well I was able to do that.

For the next chapter we go back to the present for a while. Hope no one has forgotten Gwen't plight… Also, you will experience my twist, which I doubt will surprise anyone. But I can dream. ;)

However, a plan to update "Loving You Behind Closed Doors" and possibly post "White Walls" before I update this again. I will try to update more quickly now that I'm sitting at my computer again.

See you all next time!


	3. Discovery

SOS Chapter 3

Disclaimer: Not mine. I merely follow my muse.

Hey everyone, sorry I haven't updated Loving You Behind Closed Doors yet. I am working on a chapter, but I'm at a difficult spot, and this story kind of hit me over the head suddenly with ideas, so it's coming first. Anyway, here is a not very Christmassy chapter for Christmas. Enjoy my surprise which is probably not very surprising! ;)

**Note:**In this story, I have written Vilgax as normally using his tentacles to show expression. The way I will be handling this is that when the story is from Vilgax's point of view, or the point of view of someone who knows his expressions, I will generally simply write out the equivalent expression, ex. 'Vilgax smirked', or possibly 'Vilgax's tentacles moved in a smirk.' However, when the story is from someone's point of view who doesn't know what the changing tentacles mean, such as Gwen, I will describe what the tentacles are doing without explaining what they mean, ex. 'Vilgax's tentacles shifted.' Hopefully this won't be too confusing for anyone. I think it works, but then I know what Vilgax is expressing. ;) If anyone gets confused, feel free to send me a PM and I'll clarify any confusion you have. (You can also do that for other aspects of the story. I know it's a weird one.)

And now…the next chapter of Shades of Self.

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><p>"Put not your trust in those of your blood, for blood merely keeps the body alive. Nor can you trust those who were once your friends, for friendship is fleeting once you have parted. Trust only he whose growth you saw and whose depth you know. Trust he who is always with you."<p>

- Sayings of Ba'an Qo (Bistrin wise woman)

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><p><strong>Present Day.<strong>

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><p>She had never even seen him.<p>

That was Gwen's first thought upon waking. She had spent years training for this mission, even before she had known what exactly it would be, they both had; Grandpa had been even more driven than she was. And now that it came down to it, neither of them had even put up a fight.

Her next thought: why wasn't she dead?

Gwen had begun to notice a painful feeling in her arms as though they were stretched too far. She opened her eyes and realized that she was chained to the wall. Her arms were indeed pulled away from her above her head and attached by metal cuffs which covered her wrists and went halfway up her arms. They exuded a soft, blue light, as she could see when she craned her neck upwards. The same thing had been done to her legs, and there was even a thick, metal band around her abdomen. Glancing to her right, she saw that Grandpa was hanging next to her, similarly bound and apparently still unconscious.

They were in a large room of unadorned gray metal. It seemed too large for a cell, but too bare for anything else. Gwen particularly didn't like the restraints. She felt too helpless bound like this. The position also made spell working difficult, as she couldn't move her arms very much. At least her fingers were free. If she could just get down from here, she could free Grandpa and get them out of here before anyone came for them.

She could only assume that the reason that the two of them hadn't been killed yet was because they were going to be questioned. Likely they would be held here until Vilgax returned, so they had a little time, but she didn't like to count on that. It would be best to get out of here now.

Inhaling, Gwen focused her thoughts and searched her mind for the spell of unbinding. She had particularly looked it up, as she did before all of her missions, but she had long ago committed all of the spells in her book to memory. Mentally selecting the correct spell, Gwen scrabbled on the wall behind her with her feet, her right foot finally finding purchase on a seam in the metal. This in turn allowed her to pull herself up slightly; giving her arms some needed slack. It was still awkward, but she could do it.

Bracing herself, she muttered the words, shifting her arms and fingers into the mystic signs. She felt the familiar build of the power inside her, but suddenly the spell was interrupted. Gwen's restraints flashed brilliant blue and she screamed as her power burned her from the inside. Every part of her seemed to melt before its searing heat, and then it was gone, and she slumped back against the wall.

Her hair was hanging in her face like a orange mist before her eyes, but Gwen couldn't summon the strength to lift her head. Her body flinched and shivered involuntarily at the memory of that pain.

When she could think again, Gwen realized that this was a nasty development. No magic. Vilgax had clearly accounted for her powers. Except Vilgax wasn't here, and there was no way he could have known that they were coming. Maybe this was just some standard feature he had included in his restraints. She probably should have tried another spell just to be certain, but the pain had been so strong Gwen was afraid to try it. Next time she might lose consciousness or worse.

In any case, there wasn't time to try another spell. One wall of their cell abruptly slid back with a soft 'click' and Vilgax strode confidently through.

They were now officially in trouble.

Gwen couldn't believe it for a moment. Either their contact had decided to double cross them, or he was being deceived himself, because the leader of the Trestriel forces was here, and he wasn't supposed to be. She had no idea what they were going to do now. Distractedly, she realized the reason this room was so large. She always managed to forget how large Vilgax was until he appeared again.

Vilgax had not entered alone, but she was so focused on him that it took Gwen a moment to notice his companion. Riding on Vilgax's shoulder was an alien which resembled nothing so much as a blue, four armed monkey. It was quite a large monkey, but looked small next Vilgax, like everything else did.

Vilgax's gaze strayed over Gwen and Grandpa idly, as though they were of no consequence, but the other alien kept its large dark eyes fixed on them.

Gwen glared at Vilgax as the alien came to a halt in front of them. She was afraid, but she was also quivering with hatred towards this being who had caused her so much pain. Apparently unimpressed, her enemy turned away slightly, as though disregarding them and everything they stood for. The long tentacles on his head rippled slowly, the ends twitching and crawling like blind worms.

As Gwen watched, Vilgax reached up and gently touched the other alien's head with one massive finger. In response, the monkey-creature leaped gracefully down from Vilgax's shoulder to land on the floor by his feet. Even as it landed, its body began to change, the blue fur disappearing into the skin, the extraneous pair of arms and tail shrinking into the body and the spine and legs straitening as the face adjusted itself.

There was no sudden flash of green light, and Gwen at only a moment to realize that this must be the omnitrix wielder before the transformation was complete, and then all such musings fled from her mind.

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><p>For four years Gwen had been training.<p>

She had been too late to see Ben leave for the last time, and from the moment that she had arrived at the remains of his house, dirty and out of breath, only to see Vilgax's ship, along with her cousin, disappearing into the atmosphere, there had been nothing else she could do.

At first, quite naturally, she had expected Ben to come back. It wouldn't have been the first time he had been captured by Vilgax and managed to free himself. And back in those days he always seemed so indestructible.

Days passed, and then weeks, and then one day Vilgax's first attack came, on a remote planet at the edge of the civilized galaxy. And it was then Gwen knew that Ben was dead.

Reports from several planetary citizens who had managed to escape described Vilgax fighting with a creature that shifted through the forms of many aliens, some of which had never been seen before. Grandpa and Gwen had realized then that Vilgax must have given the omnitrix to one of his operatives. They didn't know why Vilgax had not duplicated the omnitrix, as had been his original plan, but assumed that he had not been able to for some reason. The Plumbers had been brought back into action to combat the threat, and after those reports, joining the fight was the only thing Gwen could do.

It had been a long four years, spent learning many different ways to use the spells in a spell book that had become increasingly worn, and using what she had learned to develop spells of her own. She had trained with the Plumbers and their allies, honed her fighting skills and become formidable with fourteen different alien weapons. Through it all, her drive for revenge had carried her. It sustained her when all she wanted was to go home to her parents. It became an almost painful ache when she saw friends and companions die in battle. And it kept her awake some nights when she remembered something Ben had done long ago, or the way he smirked and she had to push her face into the pillow so no one in the close quarters would hear her sobs.

It had not been a pleasant period in her life, and sometimes she wondered whether this was all that her life would consist of from this time on, but still she would not let herself quit and return home.

Because she had to prove that she hadn't forgotten him and the sacrifice he had made to keep their home safe. She had to show that she remembered he was a hero. And she had to destroy Vilgax for what he had done.

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><p>Four years had passed, but he still looked like her cousin.<p>

He was different, of course. He seemed to have grown into his body now. He was tall and muscled but lean, with an agile grace that he had certainly never had before. His face was fine-boned and slender. His hair was the same dark brown it used to be, but it was slightly longer, and hung around his face slightly, giving him a roguish appearance. He was dressed in black touched with olive green at the throat, and around his neck the same black circlet rested. His eyes were the same colour as she remembered, that yellow-green that she always used to find annoying, but their expression now was wary and calculating, and Gwen saw no recognition in them, and none of Ben's curiosity or playful mischief.

And yet, Gwen felt that she could weep for joy that he was alive. She wasn't stupid, and she knew that if this was Ben than he was in trouble, they all were, and he had gone through much more in the past four years than she had with all of her grief and pain, but still he was here, and that meant that it wasn't over yet.

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><p>Vilgax watched Tennyson carefully. His old foe had been attempting to feign unconsciousness, but he had flinched when Ben had changed, as Vilgax had known he would. He felt a rush of pleasure at the old man's pain. Humans and their weaknesses were so predictable. Not that he needed their weaknesses to control them this time. They were already helpless. No, this was merely for his own enjoyment. And it was worth postponing his trip for it. Oh yes, worth it many times over.<p>

And yet, he found himself somewhat disturbed by the girl's expression. He had not expected her to look so…positive.

Nevertheless, his pleasure was not dampened by it. He glanced at his guarded pet fondly. It had been a long road these four years, but the end result was the loyalty of the most powerful being in known universe.

He allowed himself a smile of triumph. He had won.

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><p>Thanks for reading!<p>

I hope you all enjoyed the chapter, and do let me know what you thought of it. I hear that there is some kind of 'review' button which is very useful in this regard. ;)

I have kept Ben's appearance similar to that in "Alien Force", as I thought he was done very well in that show. The only things I have really changed are the length of his hair and, most importantly, I kept his eyes the same yellow-green colour that they were in the original "Ben 10" show. I always liked how they looked and hated that they were changed to bright green for "Alien Force".

Gwen looks the same as she does in "Alien Force", except that she has shorter hair. You have also seen that her powers remain the same as those in the original show.

Vilgax looks the way that he does in the original show, except that he is no longer wearing his breath mask.

Hopefully that is not too confusing for everyone. You will see a lot more descriptions of people in future chapters, but I thought it would be good to put a little explanation here, for the purpose of anyone who wants to know exactly how the characters look.

I'll have the next chapter up as soon as I can, and we'll get to explore a little more of Ben's past. I would also really appreciate it if you would send me a heads up if you think this story starts to warrant an M rating. It's T right now but, well, it's going to get quite a bit darker.

See you all soon!


	4. Dilemma

SOS Chapter 4

Disclaimer: Not mine!

If anyone has read the book _West of Eden_ I love you guys! I don't usually plan on having quotes from actual books in this story, but this one really wanted to be here. I think you can guess why. ;)

_Insert standard apology for late update._

Thank you so much to the people who reviewed. I'm glad you're liking the story so far and I hope no one will be too bothered by the dark tone it's going to take now.

Also, before anyone yells at me, I am trying to update Loving You Behind Closed Doors. Unfortunately, this chapter his giving me a lot of trouble, and Shades of Self was just sitting there begging to be updated. So…I'm sorry, and I'll try to update LYBCD soon.

In the mean time, please enjoy Ben's continuing sordid saga.

This was written to Three Days Grace and 3 Doors Down, and also some Owl City, if you like listening to music while you read.

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><p>"Kerrick's posture of acceptance was as false as the pleasure of all the rest in the chamber was true. He reached out slowly with his toe and rolled it over the length of the lead where it lay on the floor, already thinking of possible ways to sever it."<p>

- (page 119) _West of Eden_ by Harry Harrison

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><p>"Never Surrender, for when you surrender you are dead."<p>

- Aassk motto

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><p><strong>Four Years Ago<strong>

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><p>He had tried everything, and he couldn't get it off.<p>

Ben looked at the cuff on his wrist with loathing, and perhaps a little respect. It was tight to his skin, and he couldn't get his fingers inside it without going through the flesh of his wrist, which he wasn't willing to do unless his situation got a whole lot more desperate. He had tried to pry it open, but had failed to even find the seams in the metal where it attached. He had beaten it against the wall and the floor to no avail, and he had even tried picking at various places on it with a paper clip he had found in his pocket in the hopes of finding a keyhole. Nothing.

What was with Vilgax and threatening the people he loved anyway? Did he read the tip out of some villain manual? **'For best results, try kidnapping a close relative…'**

Discouraged, Ben sat back against the wall again and let his eyes rove around the cell. It was gray and Spartan and rather uninspiring. Not that he'd expected Vilgax to provide his prisoner with video games or famous works of art, but it was still a little dull.

He looked down at the cuff again. It wasn't even scratched. He probably wouldn't be able to get it off by himself. He would just have to wait until Vilgax or one of his subordinates came to get him and see what he could do then.

What was taking Vilgax so long anyway?

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><p>Vilgax was watching Ben.<p>

Through the micro camera in the boy's cell, Vilgax watched his prisoner silently. He allowed his tentacles to ripple slightly in amusement at Ben's continued attempts to free himself from his shackle. Persistence had always been one of the human's most frustrating, and admirable, qualities.

Finally the boy slumped down against one wall as though defeated, but Vilgax could tell that Ben wasn't truly beaten, just as he hadn't truly been beaten earlier when he had surrendered. He was likely still thinking of possible ways to escape. It didn't matter in the end. The boy was already his, and he would learn it soon enough.

Vilgax turned away from the view screen. Perhaps he was putting the moment off because of the pain he knew it would cause. Vilgax was not a being who enjoyed inflicting unnecessary suffering to any creature, still less a child, barely hatched it seemed, particularly after spending so long watching and fighting him. Still, he had always been willing to do what was necessary, and this, sadly, was.

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><p>As the lock on his cell door clicked open, Ben got nervously to his feet. He hadn't yet been able to think of a way out of this, and it looked like his time was running short. He glanced again at the stupid cuff stopping him from breaking out, or even just phasing through the walls. He was so used to the omnitrix now that being without it felt like losing a hand. It made him feel incredibly vulnerable.<p>

The door slid open to reveal more of the bipedal robots and behind them, looming in doorway, Vilgax.

Perfect.

Because apparently he couldn't get even one lucky break today.

Ben stayed standing in the middle of the room. He had nothing to use as a weapon, and he couldn't go alien, so waiting for an opportunity was still his best option. Hopefully Vilgax would need to remove the cuff in order to get the omnitrix off, unless he just opted to try to cut Ben's arm off again. (Cutting out the middle-man, as it were.)

The robots clearly knew exactly what to do. They crossed to Ben without hesitation and seized his arms again in that familiar uncompromising grip. Ben had been meaning to keep his mouth shut for now, but he couldn't help blurting out:

"Do you mind? I'm kind of attached to those arms." There was no response. Not that Ben had really expected one.

Vilgax strode into the cell like the master of all he surveyed. Though the room was large for a cell, it looked small by comparison. The alien was so tall that his head nearly touched the high ceiling. Ben fought the urge to pull away from his robots. It wasn't going to do any good at the moment and he knew it, but he was having trouble convincing his body of the fact.

Vilgax was now standing directly in front of Ben. Suddenly, he crouched down. Even with the alien at less than half his height, Ben was forced to look up at his captor.

"Don't move," Vilgax growled.

Ben responded by ditching his previous plan, and promptly lurching backward as far as he could.

"Hold him," Vilgax ordered emotionlessly. One of Ben's robots seized him by the hair of all things and held his head in place.

"Hey!" Ben yelped, wincing at the pain. He watched Vilgax nervously. At least he wasn't holding a giant glowing sword.

Vilgax reached down towards Ben. He paused for a moment, almost as though he were hesitant, and then he reached nimbly down and touched something on Ben's cuff, which obligingly clicked open and fell with clatter to the floor.

Instantly, Ben yanked on his left hand as hard and as swiftly as possible, trying to free it from the robot's grip. He felt the skin of his arm sliding between metal fingers for only an instant, and then the hand tightened abruptly, and his arm stopped sliding. He couldn't help yelping; that had pinched!

"Still you are defiant." It was impossible to tell whether Vilgax's observation expressed annoyance, indifference or amusement, or indeed any of them. Ben inhaled deeply. There didn't seem to be the need for a reply. He kept watching Vilgax nervously.

Another robot approached, and held out a large, metal box, which Vilgax took carefully, as though it was very small and fragile, which actually seemed to be the case for him. The alien opened the box, and withdrew something that looked like a flexible, metal ribbon. It was thin and black, and it looked very small in Vilgax's hand, just like everything else, but the alien handled it with almost unbelievable gentleness. His red eyes, however, had not once left Ben's face. Now he leaned forward swiftly. Ben instinctively tried to lurch backward and couldn't. Vilgax was impossibly close to him; the alien's slick tentacles seemed mere inches from his face. The robot behind him tightened its grip on his hair, and Ben's eyes smarted from the pain. And then he felt the cold touch of metal at his throat.

"What are you…" he started, but before he could finish speaking, there was a soft 'click', at his throat that he felt more than heard, and then Vilgax moved away from him and rose again to his impressive height.

"Don't move," Vilgax said again, and at the same time, the robots released Ben. Ben stood silently. The omnitrix was uncovered, but he didn't grab for it to change into one of his aliens, and he didn't try to run, to put some distance between himself and his captors. He stood there, not because he wanted to, but because for the moment he had no choice.

It wasn't that he tried to move and couldn't, it was simply that moving had suddenly become impossible. When he thought about moving, it was as though he was imagining what it would be like to fly through the sky while he was still human. He could entertain the thought, but there was no reality of it happening, and he knew it.

He stared at Vilgax, aghast. _What did you do to me?_ he wanted to ask, to demand, but his lips and vocals were as frozen as an arctic night.

Talking counted as moving.

It didn't occur to him at the moment, but in retrospect it seemed strange to him that his heart continued to beat, his lounges to expand and contract.

Vilgax stood watching him for a moment, as he stood there, shallow, panicked breaths making his ribcage tremble as though shaken by the wind, and then the alien spoke again.

"You will not use the omnitrix, you will not leave this room, and you will not harm it, or anyone on this ship in any way." He paused for a moment, perhaps taking in the effect of his words in Ben's clear, yellow-green irises, than he turned and strode towards the open door. At the threshold he turned for a moment, and met his captive's eyes for one last indecipherable look. "You may move," he rasped, and then he swept out the door, and the robots went with him.

Even as Ben opened his mouth to speak the door slid shut like a curtain pulled across his eyes, and Ben was alone, staring rigidly at a door he could not open, whether or not it was locked.

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><p>Hey guys, hope you're not too disturbed. Yet. Maniacal laugh! Maniacal laugh! Maniacal laaaaaaaugh! (Don't suppose anyone's seen the new Muppet movie?)<p>

Yes, Vilgax isn't one for long explanations. Some light will likely be shed on the situation next chapter when you see some things from his point of view. There will still be some mysteries of course. Otherwise it wouldn't be as much fun. I'm also not crazy about Vilgax's POV scene in this chapter. I think I'll come back to fix it, but for now I really need to get this up.

Unfortunately, it only gets darker from here, so you should be warned that the next part of Ben's story is not going to be pleasant.

Thanks for reading guys. I'm sorry it's so late, and I really don't have a good excuse, except for being busy.

As always, if you want to review, I love reading them.

Thanks for reading, and see you all next time!


	5. Defenseless

SOS chapter 5

Disclaimer: I don't own Ben 10 or any related shows.

I am beyond amazed by all of the reviews I'm getting for this story. I love it, but I didn't expect to get a large audience for it. Thank you so much to everyone who read and reviewed. You absolutely brightened my days!

At least partially written to Skillet.

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><p>"Preparation can only take you so far. For the rest you must trust to the will of the cosmos."<p>

Lont-riis, her _Art of Life_

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><p><strong>Four Years Ago<strong>

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><p>"No one will speak to him or have any contact with him at all."<p>

"What if he escapes, Warlord?"

"He will not escape." One of Vilgax's tentacles twitched in annoyance, and the Zithsian turned his back on his captain to survey the view from the ship's bridge. It was certainly an impressive one.

The _Antarasin _was Vilgax's personal warship, and it was both elegant and a marvel of Zithsian engineering. The ship was fast and deadly. It had been built in space and would never land, but in its element it was swift and deadly. _Antarasin_ required a crew compliment of eighty, in addition to the battle droids and the thirty pilots needed to fly the smaller ships in the docking bay. _Antarasin_`s colour scheme was generally reds, blacks and grays; colours of power, proclaiming it a ship of the warlord.

From his position on the bridge, Vilgax could see four pilots working diligently at the controls; three Anceis and Thaa-ank. Their eyes flicked back and forth from the surrounding screens to the controls at their appendages, deftly interoperating the information provided by the ship`s scanners and the resulting recommendations. Traveling through the depths of space was no easy business, and the sixteen pilots on Vilgax`s flag-ship had all been trained since birth to communicate with the complicated ships` computers and read the constantly changing information they provided.

Vilgax`s eyes rested on the smooth curves and the cool metal of the computers, and their harmony with the curves of the ship itself. Behind him, he sensed his captain salute briefly, and then move to another part of the bridge to oversee some minor operation. The matter required no further discussion, and the captain was intelligent enough to realize that. Every crewmember on the _Antarasin_ had traveled with Vilgax before and knew when they could push him for answers and when they could not.

Vilgax scanned the entirety of the bridge once more to ensure that everything was in order, and then he turned and headed towards his personal rooms in another part of the ship. He had just realized that he was feeling hungry. He had not eaten since early this morning before his visit to Bellwood, and at that thought he twitched one tentacle in mild amusement; he had nearly forgotten, and he had nearly forgotten something else as well.

Vilgax changed his course towards the kitchens. At least he was prepared. This would not take long, and then would retire to his rooms.

* * *

><p>Once again, Ben was alone with his thoughts, only this time he was both panicked and confused.<br>After a moment, he realized that he was still standing there and staring at the door. He stumbled backwards jerkily until he could feel metal at his back, and then he leaned against the wall and let his head _thunk_ against it gently. Hesitantly, he reached up until the forefinger of his right hand brushed the smooth metal circlet around his neck. He snatched his finger back at once, as though bitten, and then reached up again. This time, he let his fingers rest on the metal for a moment, and then he suddenly hooked them under the circle until they were between the metal and the front of his neck.

Then he closed his fingers over the metal tightly and yanked until it dug into the back of his neck. He yanked it again in another direction, gripping it until his fingers hurt where they closed around it and his breath was hitching in his throat. Then he released the collar and dropped his hand back to his side. He unclenched his left fist and felt the indents of his nails in the soft skin of his palm as they slowly returned to normal.

It was slightly flexible when he pulled on it, yet stiffened back into its original shape when he let go. An it didn't really feel like metal. It was lighter than it should have been, and felt as warm as his skin. Wrong.

Of _course_ that was what he was worried about; how space metal was different from Earth metal.

Strangely, he felt a little calmer now; still scared, but slightly less panicked. He slumped back against the wall until he was sitting once again, and grabbed his knees with his hands. He just had to think. He'd dealt with shock collars before, back when he and Kevin had been imprisoned by that Slix robot. He had handled that, but those restraints hadn't had anything on this one, and at least during that experience he had had people to talk to, and people who could tell him what was going on.

He wished he could figure out why Vilgax was doing this.

Usually the alien's motives were clear; gain the omnitrix, kill Ben and anyone in the way. Nice and simple.

Impulsively, he rose from his crouch and began pacing. His cell was large, but it still didn't take him long to reach the far wall. The silence was beginning to get to him too. He wondered whether Vilgax was watching him through some secret camera waiting for him to crack. But why would the alien even care? True, Ben hadn't tangled with Vilgax that many times over the summer, but the alien had always been clear that he despised Ben for wasting the omnitrix's potential, and everyone else on earth simply for being human. He had even described his plan to Ben the very first time they had fought. He wanted to make thousands of omnitrixes and use them to equip an army. What reason could he possibly have for locking Ben up here with this thing on his neck?

The pacing seemed to have helped a little. At any rate, Ben now felt slightly less like a caged animal.

He resisted the urge to search for spy cameras. He didn't think he'd find them anyway. Instead, he crossed back to his side of the room and leaned against the wall again. He looked down at the omnitrix, bare on his wrist, wishing he could activate it. He _hated _feeling like this. It was worse than being chained up, because at least then it was some external thing keeping him from escaping, and it was clear what had to be done to break his bonds. He hated feeling so helpless, so out of his depth. He didn't know what to expect or prepare for, or even what he could do if he knew.

The door opened.

Ben turned at the sound to see one of the bipedal robots from earlier. He tensed, acutely aware of the command that he not leave the room or attack anyone on the ship. The robot was carrying a large gray bin of some kind of dark gray metal in both hands. It now set this on the floor, turned and left the cell, closing the door behind it.

Ben looked at this new addition to his room. After a moment, he walked over to it where it sat innocently on the floor. It was about two feet long and one and a half feet wide. It curved up into a lip about a foot from the floor, and was sealed by a curving lid of the same material. Like a large, metal casserole dish. At the thought, his stomach rumbled, and Ben placed a hand on it in surprise. He hadn't even noticed he was hungry.

He knelt down and lifted the lid on the container gingerly, again wondering whether he was being watched. The lid was lighter than it looked and came away from the container easily. It clanged softly as he set it on the floor next to him. He looked inside.

Well, it sort of looked like food.

Inside the container was a tall, capped cylinder that looked like a futuristic water bottle, (or a storage container for hazardous waste), and a round plate supporting what looked like six patties of various colours. There were two large dark brown, oval patties, three long and skinny ones coloured dark green with orange hints, and a pale yellow circular one. None of it looked all that appetizing, but it resembled food enough that Ben's stomach rumbled again. He was thirsty too, he now realized. When he swallowed his mouth and throat felt dry and dusty, and he thought he could still taste the smoke from Bellwood.

Bottom line, if Vilgax wanted to kill him, there were much easier ways. It also seemed to make sense to eat in order to keep his strength up in case the opportunity for escape somehow presented itself, although that reasoning might just be his stomach talking. He supposed he could just try it.

The container would be difficult to work around, so Ben reached inside and lifted the plate and the cylinder out and set them in front of him on the floor. There was no table in the room. He stared at the dishes for a moment, wondering what to try first. Finally, he decided that his thirst was the most immediate problem. He picked up the cylinder and, after examining it for a frustrating minute, figured out how it opened. He flicked the cap upwards and then looked into the tube, swirling the liquid inside to try to get a good look at it. It seemed like the consistency of water, but it was hard to tell the colour. He swallowed again. With it right in front of him, his throat burned insistently. Ben sighed mentally. At this point, he supposed he'd drink it no matter what colour it was.

He lifted the cylinder up to his mouth, tilted it, and drank. He swallowed the liquid, and then drank again. It was good. It tasted like fresh, clean water; cleaner than he had ever tasted before, and underneath the flavor of the water, he thought he could taste the faintest hint of strawberries. Ben set the container down again, half empty. He felt much better, and a little less hesitant about trying the food.

He selected one of the dark brown objects and picked it up in one hand. It was sort of the colour of well-cooked hamburger, but it didn't feel greasy, just dry.

_It can't be worse than Grandpa's cooking_, he thought, and took a bite.

It wasn't. It had a distinct meaty flavor, something like beef and something like pork, but belonging to neither. It wasn't as good as the stakes his dad cooked on the barbecue, but it was definitely palatable. The texture was sort of spongy and slightly off-putting, but the flavor made it bearable. He tried the rest of the food with similar results. The long green and orange things tasted like green beans and carrot, although the texture was similar to that of the meat-thing. The yellow circle tasted like a combination of oranges, bananas and butterscotch and almost seemed like something you would order in a cake shop, as the spongy texture was much more appropriate.

When he had cleaned the plate, Ben felt comfortably full. He finished off the remainder of the water, then replaced the dishes in the container and covered it. He wasn't sure why, except that it gave him something more to do.

Somehow the normal action of eating, even though the food was anything but normal, had taken the edge off his panic. He wouldn't be here forever. If he couldn't escape, and there was probably some way for him to, Gwen and Grandpa Max would come barreling to help him. Grandpa was a plumber, he must know some aliens who had spaceships or something. Ben put a hand up to his throat and felt the circlet there; still warm and yet metallic. He ran his thumb along its smooth surface.

_And there must be some way to get this off_, he thought.

What time was it?

Ben realized he was tired, so tired that his eyes felt dry and heavy. There were no clocks in the room, and the one thing the omnitrix couldn't do was tell time. It had been early afternoon when Vilgax had arrived, but Ben didn't know how long he had been in this room sitting here and freaking out. It must at least be evening by now. It didn't really matter. Like eating, resting was probably the smartest thing he could do right now. Tomorrow he would figure some way out of this.

Remembering the washroom he had discovered during his earlier search, Ben crossed to the back of his cell and opened the door. He used the toilet, which functioned just like the ones on Earth, then washed at the sink. There was a plastic wrapped toothbrush and an unopened tube of toothpaste on the counter beside the sink, but Ben ignored them and merely rinsed his mouth out with water from the tap, splashing some on his face as he did so. The water was as clean as the water that he been delivered to him at dinner, lacking only the hint of strawberries, and he drank some as well.

Ben wasn't sure why he didn't want to unwrap the toothbrush, only that using it would feel too much like he was going to be staying here for a while, and that wasn't a thought that he wanted to entertain.

As he exited the bathroom, Ben was struck again by the barrenness of his cell. He crossed to the bed against the wall and noticed for the first time that there was a small shelf in the wall underneath the bed. The shelf contained a set of light blue pajamas that looked disturbingly close to his size. Like the toothbrush, the pajamas seemed much to permanent to use, as well as adding an extra layer of creepy, which really wasn't necessary, and Ben pointedly ignored them, kicked off his shoes and lay down on the bed. There were blankets folded on the bed's foot, but it was warm in the room.

Ben lay on his back, hands behind his head, and stared at the ceiling, far above him.

_I'm never getting to sleep_, he thought. Though he was tired, his mind was still working, darting around and turning the day's events around and around. He drew in a deep breath and exhaled it slowly.

He didn't notice at first, but the edges of the room began to fade as the light gently began to dim. The light seemed to come from the small space at the top of the room where the walls met the ceiling. Was someone outside watching him and dimming the lights, or did the room itself know that he was trying to fall asleep. He thought about getting up and seeing whether the lights would come back on, but he was so tired now that he couldn't be bothered to move.

For the first time, the thought that his food might have been drugged came floating into his mind like a dark cloud. Idiot! He could have at least tried some and waited before eating the rest.

But even as he had the thought it drifted away from him again, out into the now completely darkened room and Ben found himself drifting away after it. Whether because of drugged food, or merely because he was exhausted from panic and from this very long day, Ben was asleep.

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><p>This chapter gave me a lot of trouble. I had to be Vilgax again, and again I had to watch out how much I gave away, which is really difficult! I also had trouble with Ben in this chapter. Poor guy's going through a lot. He's usually so happy-go-lucky in the show, and I want to keep him realistic and in character while realizing that he must be freaking out a little at this point.<p>

Hope it came out alright in the end.

And also, I couldn't find the correct name for Vilgax's species. If anyone knows, and has the time to send me a message about it I would really appreciate it.

I got some ideas for the food in this chapter from Allen Dean Foster's excellent Lost and Found trilogy.

In addition to all the problems, I've also been really busy, so you're only getting this chapter because of all the awesome reviews I got. And maaaaybe because I'm a wee bit obsessed with this story right now.

I'm going up to a cottage on Wednesday and will not have internet until I get back next week. However, I am going to be writing up there, and plan to have another chapter for you by the time I get back.

Until then, thanks for continuing to read through all these delays. You guys are awesome!


	6. Day Two

SOS chapter 6

Disclaimer: No, no, absolutely not.

Hey, sorry this is so late, and I hope there are still some people reading this. I love this story, and I'm seriously trying to make chapters more frequent and longer. Thanks for waiting, and enjoy!

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><p>"Though she may be your enemy, do not let that fact blind you to what she is; a sister."<p>

Nameless Mier-Ta priestess

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><p><strong>Four Years Ago<strong>

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><p>Ben jolted awake. He couldn't remember what his dream had been about, and knew only that his heart was racing and the muscles in his legs were tingling as if he had been running. He had a blank moment where he looked up at a ceiling which was too gray and much too high, and then the proceeding day came rushing back. Warily, he put his hand up and felt the unfamiliar metal encircling his neck.<p>

Still here.

He sat up on the bed rather quickly and ran a hand through his hair. It wasn't like him to just sit here and wait for things to happen. It was pretty clear by now that _that_ strategy wasn't working very well. There had to be a way to get this thing off, or at least a way to fight its influence somehow. Maybe Grandpa and Gwen would come to his rescue, and maybe they wouldn't. He couldn't just sit here depending on them and doing nothing.

Throwing back the covers, Ben hopped down off of the bed. He paused suddenly. Had he used the covers last night? He didn't remember covering himself, but there they lay, crumpled up at the foot of the bed. Then again, he had been pretty out of it when he went to bed. He must have used them and forgotten.

Dismissing the question from his mind, Ben hunted down his shoes and slipped them on. When he finished he glanced towards the door and saw that _someone_ must have been there while he was asleep. The metal casserole-thing from last night had been removed, and another one was sitting in its place. He would have thought that it was the same one, except it was a different colour; a sort of copper. Ben looked at it, but wasn't quite ready to try eating whatever it contained. He didn't know how long he'd be left alone in here. At least, he couldn't imagine that Vilgax would just stick him in this room and feed him forever. He had to try getting out while he had the time.

He walked to the door. He hadn't done this before. He'd entertained the notion briefly, but the feeling that it was physically incapable of him to walk through it had been too strange. But now he had to try something. In any case, he made it to the door. It was an unpleasant feeling, being so near to something impossible. He felt like he was approaching a dangerous precipice. He put his hand on the handle. He wondered whether it was locked.

_If it isn't, I'm just going to open it and look out_, he thought. He felt that he had to justify his actions to himself. The door handle was long and slightly thick for his hand. It had a raised section that felt like rubber. You were supposed to twist that to open the door. He twisted it the way he had seen the robots do. It turned. He pushed on the door with both hands. It was heavy, but slid smoothly, sideways so that it slid into the right hand wall, and he had no trouble pushing it halfway open.

Well, it was open.

And he couldn't walk through it.

He couldn't so much as put one foot out into the corridor outside.

For a moment he stood dumbly on the threshold, and then he turned and abruptly slammed the door shut again.

The least Vilgax could have done was to lock it. Then he would at any rate have been spared that awful feeling. There was no way to work against the influence, because it wasn't influence. It was like everything the maniac ordered him to do instantly became a fundamental law of the universe.

Ben found that he was breathing heavily, and his chest felt hot and tight. He swallowed hard and stared fixedly at the high, gray ceiling for a moment.

So that wasn't going to work. The only other thing he could think of was to get the collar off. Even if he did figure out what Vilgax was up to, it wouldn't help him while this thing was on. Absently, he put one hand up and closed his fingers around the metal band. It seemed pretty sturdy, and he had a feeling his neck would give out before he could break it. He would have to find something to cut or file it. _Too bad I can't have Gwen mail me a saw inside a cake._ He almost chuckled. Sort of.

What did he have to work with? Well, it would have to be things that he could find in this room, since…it would have to be things that he could find in this room. And the bathroom, he remembered. And there wasn't a lot in either room. He decided to take inventory.

His 'bedroom' was pretty bare. First, there was the bed. This seemed to be built directly into the wall of the room. Look as he might, Ben couldn't find any loose parts that he could pull off of the bed to use for anything. It was just a hunk of metal with a mattress on top. The room had a very high ceiling from Ben's perspective, though he remembered that Vilgax had only had a foot or two of clearance for his head. There were definitely some kind of lights running around the edges of the ceiling, but there was no way for him to get close enough to examine them, and he couldn't use the omnitrix to get near them anyway. He didn't even try climbing up on the bed; it wasn't nearly high enough. There were no decorations on the walls or floor as he had previously noticed, and the shelf under the bed contained only the folded pajamas. The bathroom was equally disappointing. He even examined the toilet paper holder for movable parts, but some jerk had built it like a weird metal box with the toilet paper in the middle, and it was just as attached to the wall as the bed had been. The only remotely promising things he could find were the door handles. If he could figure out a way to detach them they might be useful. They didn't look very sharp, but He didn't have a lot of options at this point.

By now he was feeling quite hungry, but he was also painfully aware of the passing time. He didn't have a way to tell time, but it couldn't be too much longer until Vilgax came to do something worse to him, so he got to work on the door handles. He tackled the one on the bathroom door first. Once again, it seemed to be soldered invisibly into the metal of the door, but it was his best option, so he braced himself against the door and started pulling. It hurt his hands, but he tugged and twisted, jerking his hands back and forth on the metal, trying to find some way to make it give. He wished he had four arms' strength, or even Gwen's strength. He wished this stupid handle would budge. The joints of his hands were sore and the skin was rubbed and red, but he felt the panic trickle through his chest and he kept pulling.

The handle was a thin piece of metal, and it might have budged eventually, but Ben had been correct; he didn't have a lot of time.

The door slid open behind him, and Ben stopped pulling on the door handle. Vilgax was back.

As before, the alien's presence made the room feel very small. Ben clenched his hands, feeling the skin pull painfully.

The alien's face was expressionless, but several tentacles writhed, (in anger?), and then were still. Ben glared back defiantly. He was a bit worked up to think of pretending not to be trying something, even if it wasn't obvious that he was. Vilgax's eyes flicked to Ben's clenched hands, but then he turned away.

"Follow me boy," Vilgax ordered, and then he walked down the corridor without looking behind him.

_No reason for the robots anymore I guess_, Ben thought as he followed obediently. He walked through the door, the door he had desperately tried to step through not fifteen minutes before, and he found himself wishing his steps were as hesitant as he felt. There was no prohibition on him now to prevent him from speaking, but there was nothing he could say to the inscrutable creature in front of him. All he could do now was pretend he didn't feel the cold snake of fear coiling through his gut. He put one hand up to his neck as he walked, and absently ran a finger along the smooth metal, and allowed himself to continue musing over ways to get it off.

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><p>Day two.<p>

Vilgax glanced back at the young human trailing behind him. He was small and thin, even for his young age. His head twisted from side to side, eyes flickering about him as though memorizing their rout. Tennyson's grandson. Tennyson had always been a kiertosh in Vilgax's engine. He hated the meddling human; had contemplated the pleasure inherent in crushing the life from the old man's body and watching as the light faded from his eyes.

But the old man was merely an annoyance; a dangerous annoyance, but one that would be dealt with in time. Tennyson was an annoyance, but Ben was a prize.

Back when he first discovered the boy's possession of the omnitrix, Vilgax had thought of nothing but how he could destroy the human and gain control of the artifact. Ben's consistent success in their battles had infuriated him. Now it was not merely a human who was thwarting him, but a child, and Tennyson's relation to drive the grav-torch in even deeper. And this child had almost killed him in their first battle. In fact, had it not been for Trisaara, Vilgax's first mate, the warlord would have escaped with his life and nothing else. It was Trisaara who had helped many of the crew to escape from the failing ship, and it was she who had retrieved the information from the main lab. That information had felt like a curse when Vilgax had examined it, but never doing so would have been much worse.

Looking back at Ben now, Vilgax felt a tentacle twitch at the human's attempt to hide his fear. He could practically see the emotion emanating from the boy. The unknown was often the most frightening, and Ben was behaving very well considering. Still, to Vilgax's eyes, the boy looked incredibly vulnerable. Vilgax could order him to do anything and he knew it though, the warlord thought, he likely hadn't yet realized all of the implications of that yet. And when the boy was his enemy, it was easy for Vilgax to forget just how young he really was. His ingenuity, his cockiness and seeming invincibility made him seem much older, but he really was merely a child; a very young, very frightened child who wanted to be anywhere else but here.

They rounded a corridor, and Vilgax stopped in front of the door to the infirmary. He touched a panel on the wall with one claw, and watched the door slide open in response. Of course, most of what he had planned for the boy needed to wait until they reached Cortestor, the nearest of Vilgax's planets, but he needed to enter Ben's physical statistics into the medical computers and make sure the boy was healthy. If he had any dormant illnesses Vilgax needed to know.

He had originally planned to leave the boy alone in his room for a while longer, but had decided against it when he saw Ben's attempts to loosen the door handle. He was getting panicky, the damage to his hands was evidence enough of that, and Vilgax did not want him to harm himself in his fear. Better to give him something else to think about. Of course, he could simply order the boy not to hurt himself, but that would merely have the effect of increasing his inner panic without giving him an outlet for it. It made sense to give him freedom as far as he could.

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><p>Ben had been trying to memorize their rout through the ship. He wanted to know as much as he could about the ship's layout in case he did manage to escape and had to navigate the corridors. In spite of his situation, how found himself calming slightly as they walked. At least something was happening. At the same time, he tried to ignore the knowledge that he couldn't stop walking, or even try to. It was difficult, and rather like trying not to think about the word hippopotamus.<p>

Vilgax stopped, so Ben did too.

They were in front of a large door, though this description seemed rather redundant at this point. The ship was obviously built to accommodate Vilgax's stature, and Ben had yet to see a room, corridor or door that was not large.

Vilgax touched something on the wall, and the door slid smoothly open to reveal a (large) room with light gray walls that looked impossibly clean. The light in this room was brighter than Ben had seen in the rest of the ship, and as they walked inside Ben wrinkled his nose, smelling a faint scent something like disinfectant.

There was a tall, thin alien seated at a beige desk that looked like it was made out of spongy stone. The alien had very large eyes that stretched around the sides of its head. Thin gray tentacles sprouted from the dark brown skin of its head and down its back. These were kept out of its face by what looked like black barrettes. It had a very small mouth, no nose that Ben could see, and a pronounced chin. It wore a light gray smock of some kind that began just below its long, slender neck and presumably extended down its body, although Ben couldn't see anything behind the desk. Its lower body and feet were likewise hidden from view. Behind the alien, Ben could see several white table-shaped protrusions emerging from the floor, and behind them the wall seemed to be lined with what looked like huge fish tanks of different shapes and sizes. Behind the tanks, the room twisted and seemed to continue, although he could see no more of it.

When they entered, the alien looked up from the data pad it seemed to be reading, and made a noise like about twenty crickets chirping at once. It then rose and inclined its head gracefully.

"What may I do for you Warlord?" it asked. Its voice was high and sweet, and also seemed to carry a trill just below the surface.

"You will record this human's biorhythms, Miertoh, and check him for illness," Vilgax answered. His voice, always raspy, seemed even harsher after the musical speech of the new alien. The alien, Miertoh?, rose from its seat and gave Ben a once-over with its large eyes.

"Human?" it enquired.

Vilgax didn't say anything in answer, but one of his tentacles twitched to the side.

"Very well," Miertoh said. "You can leave him with me if you like."

"I will wait," Vilgax said.

"Very well," Miertoh said again. It blinked, and Ben saw two sets of eyelids, an inner and an outer one, slide closed and then open again. He looked away, feeling self-conscious. And what exactly did 'record his biorhythms' mean? Once again, he was in a position where he would simply have to wait and find out.

The tests did not take long. He stood in an oddly shaped alcove while different coloured lights ran over his body for several minutes, and that was it. If Vilgax hadn't been there, Ben would have tried to talk to Miertoh, than maybe he could have found out something useful, or at least talk to someone. Maybe that was why Vilgax insisted on staying. Was he afraid that Ben might find a way out after all?

As they left the room, Ben glanced back at Miertoh, but the alien was studying its data pad and didn't seem to notice him.

They walked back the same way. Didn't Vilgax have more important things to do than take Ben to a doctor's office? Didn't he have a ship to run or some planet to subjugate or something? Couldn't he have just ordered Ben to go to Miertoh's office and not cause any trouble or something? He certainly wasn't here to provide company. All through the journey, Vilgax was silent. The silence felt slightly oppressive by now, and Ben was almost tempted to start asking some of his questions to break the silence, little as he expected answers.

They halted in front of Ben's cell. _Guess that's it for the tour_, Ben thought wryly.

To his surprise, Vilgax did not merely order him into the cell and then leave. Instead, he seemed to be studying the young human where he stood by the door.

"Uh, what are you looking at me for?" Ben asked uncomfortably.

In response, Vilgax's eyes narrowed and he turned away slightly, tentacles twitching.

"Go into your room and remain there child," he ordered.

"Glad we had this chance to talk." Ben walked through the door, but he couldn't stop the snide remark. At least it made him feel a little better, though Vilgax didn't even appear to notice it.

The door slid closed, hiding the alien from view, and Ben was alone again. He crossed his arms and glared at the empty cell. He noticed the food container on the floor, but his hunger had receded somewhat, and the idea of digging through the container to see what it contained was not an attractive one. He put a hand up to his neck again and wrapped his hand around the collar, pulling it as far away from his neck as it would go, and then let his hand fall back to his side.

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><p>Thanks for reading gang! Next chapter should bring some more Vilgax narration, and solve some more mysteries.<p>

See you all soon.


	7. Musings

SOS chapter 7

Disclaimer: I don't own Ben 10. Ben is probably pretty glad of that right about now.

Glad to see you all again! Thank you all so much for the reviews. Good to see people are reading and enjoying the story. It's going to be a while before we see Gwen and Max again, because I want to explore what happened to Ben before we go back there, so bear with me. And do enjoy Ben's story, because he certainly isn't. ;)

Written to Breaking Benjamin, though I only just realized how funny that is now. And now I have to go laugh. Excuse me.

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><p>The amazing lobo solitario drew a picture of fifteen-year-old Ben from this story. It's a fantastic picture, so come and check it out. Just remove the spaces. and the brackets. (h)(t)(t)(p)(:)  / imm . io / HK Uh

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><p>"Your home will always remain, no matter where your travels take you. So when you watch the light-years fall beneath your feet, remember your home, even if you never return."<p>

Ceremonial words said at every Nesdreth's coming of age.

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><p><strong>Four Years Ago<strong>

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><p>Insolent. Ben was so insolent. It used to infuriate Vilgax. Well, it still irritated him. The human knew how to get under his skin. The child's casual tone, almost innocent, always seemed a personal insult. It was as though he were disregarding the seriousness of the situation. It felt like he was being disrespected, and Vilgax could never tolerate disrespect.<p>

However, now there was a difference.

It was strange to think that his enemy was here, on his ship; in his power. He had chased the child for so long, and had believed that the only way it would ever end was when one of them died. But Ben's death, he had discovered, would only mean that he, Vilgax, would have lost and Asmuth, the old fool, would have won after all.

Vilgax opened the door to his private room. He walked inside and closed the door, inhaling deeply of the moist. Even through his mask, the air smelled fresher than what pumped through the rest of his ship. His skin felt cleaner, always, in his personal appartments. Perhaps he should go to the infirmary and ask what his Miertoh had found out about Ben. There were also several small matters around the ship that he should see to, but first, Vilgax felt that he needed a moment alone. They were still a few days away from Cortestor, and until they arrived, Vilgax wasn't certain how much he should tell his captive. He had intended to say nothing, but he had not anticipated how quickly Ben would deteriorate with nothing to do in his small room. He had nothing to do but think, and his thoughts would not be pleasant.

Would it be better to tell Ben something of why he was here, or to say nothing? Would telling him only increase his anxiety? The truth was that Vilgax had very little experience in this kind of endeavor. He ruled on Xentrex because he was the strongest and the best suited to the position of Warlord. He was ruthless when he needed to be and a skilled tactician, but this was a delicate operation and he had no one to advise him on it. Perhaps he should improvise some training for the remaining three days. If nothing else, it would give Ben something else to think about, and it might even set a precedent for the rest of the training.

His tentacles flexed in decision. Yes, that was what he would do. But first he would relax for a few minutes. The Warlord of Xentrex could afford that much. After that, he would visit Ben once again.

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><p>Atron placed the tray of samples back in its case and closed the lid. He always kept everything in his infirmary in perfect order. It was a comfort to him, out here on a ship hurtling through deep space, that he always knew exactly where to find his medical data records, and that the antibacterial patches were kept in the bottom left cupboard, below the scanner and bandages. Anything could happen in space, but no matter what happened, Atron was ready for it within these clean, ordered rooms. All of the medics under him had quickly learned that if you misfiled a report or failed to properly store even one kriisto-jumper, you would be let off without pay on the next available planet, no matter how hospitable.<p>

Atron Vamis had been Miertoh on the _Antarasin_ for eight standard years. Some would say, and Atron would agree, that Miertoh was one of the most important posts on a ship that was intended for deep space travel. The engineers and pilots were naturally important to keep the ship smoothly functioning in the absence of any repair stations, and it was the Miertoh's duty to provide the same service to the ship's crew, passengers and even the warlord himself. Atron had been trained extensively in the best facility in the known galaxy and he had been the top of his class.

This, of course, was the reason he was here. Vilgax sought out the best, always, and Atron could say with certainty that he was one of the very best in his profession.

And after so long on the _Antarasin_, Atron had become intimately familiar with the vessel and most of its crew. Yet, still he knew very little about the warlord. Vilgax was very private, and he shared only as much of his plans with the crew as they needed to know. Atron did not require knowledge of battle operations, save how many new patients he would have and how many repairs were required. Many beings would open up to a medic, finding it a distraction from the pain of their wounds or the fear they sometimes felt. Vilgax was not one of these beings. He relied on his crew as on no other beings, but he was close to no one. In all his time as the _Antarasin_'s Miertoh, Atron had never seen Vilgax open up to anyone.

Atron crossed back to his desk and picked up the data pad lying on its top, gently tapping its screen with one slender finger and bringing the screen to life. This was his private data pad and, in addition to his personal medical resources, it held one of his few indulgences. As he accessed the correct section, Atron's thoughts flickered back to the young human Vilgax had brought to see him. He had never treated a human before, but he naturally had some knowledge of the species, and the human he had seen today was very young; pre-puberty. Atron was not privy to the Warlord's activities, but it had been obvious from the human's posture and facial expressions that he was here against his will. Atron was not particularly naïve and he knew that this was a war, but on Slarssara children this human's age were protected and taught by the entire Slarssan society. To even think of one being willfully harmed was painful. It was…jarring.

Atron was not naïve. He knew that this child would be lucky if Vilgax merely killed him.

The Miertoh sighed and dismissed the thoughts from his mind. This was not _rheesa va sairness_ (1), as his old guild-mistress would say. Selecting the file he wanted, Atron leant back slightly in his chair and closed his eyes as the euphonious strains slid over him like a sun-touched breeze back on Slarssara. His head swayed slightly at the end of his long neck as though it were caught in a gentle underwater current and he felt himself slipping away from this room and this life and into the ever-changing landscape the music was constructing for him. How could he ever feel separated from home when he could simply reach out and touch its most exquisite creation? He relaxed and let the music carry him home, far across the stars.

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><p>Ben was hungry. He was hungry, but he didn't want to eat. Although, he reflected, it would be easier to ignore his hunger if there was literally anything else to do in this stupid room. He hadn't touched the cover on the copper coloured dish, but he couldn't help casting it a glance every now and then.<p>

It had been several hours, probably, since Vilgax had left him alone once again in the cell, and Ben was fighting a serious case of boredom. Never having been captured and left by himself for this long before, Ben had had no experience in how boring captivity could be. Frightening, yes. Filled with desperate escape plans, yes. Boring, no. He remembered the time he had gone to the Millbrook City Zoo on a school trip. He had been disappointed that most of the animals, particularly the big cats who should have been the most exciting thing he had ever seen, had simply been lying around in the sun as if they could barely summon enough energy to yawn.

That's what he felt like right now; a prisoner with no way to escape, and too bored to keep trying.

At first, he hadn't even been hungry.

When Vilgax had first returned him to his cell, Ben had felt no hunger, only a dead kind of desperation; a quiet but persistent tight feeling in his chest. He was starting to really hate this room. He had first thought about trying to pry the door handle off again, but the ache in his hands had given him pause. He had hurt them without even really noticing. He examined the handle he had been working on, and saw that it was only slightly loose, if that. There seemed to be a little more give in its movements when he wiggled it back and forth, but that might only be his imagination. He didn't start to feel the hunger until the boredom set in.

His stomach rumbled as though on cue, and Ben exhaled, annoyed. He wasn't sure why he didn't want to eat. Aside from the fact that his meal yesterday might have been drugged, which he wasn't certain of, he didn't really have a reason to avoid the almost-food provided for him. And since he hadn't even lifted the cover of the latest offering, he had no idea what Vilgax had given him for 'breakfast.' Probably not eggs and bacon, but it likely wouldn't be worse than last night's meal. Yet he couldn't bring himself to eat it.

He tilted his head back slowly, took in the high, bare expanse of the ceiling. He supposed, in the end, that he just didn't want to eat because that was what Vilgax wanted him to do. It was something he could choose not to do, despite his overbearing captor. Wow, that reason sounded…a little stupid when he voiced it to himself. He shoved it away angrily. He could always decide to eat in a little while. The food would still be here after all.

And so would he.

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><p>What time would it be back on Earth?<p>

Ben leant back against same wall he had leant against several times today. He tilted his head backward and looked up at the ceiling.

Of course, he didn't even know what time it was here, but he felt like it was at least noon. If it was the same time on Earth, then he had been gone for almost a whole day. His parents must be frantic. Come to think of it, half the town had seen Vilgax capture him and drag him off in his stupid red and black space ship, so they would have been frantic right off the bat. What had Grandpa Max told them? Or had he told them anything? There was nothing he could say that would be likely to reassure them. 'Of course Ben fights aliens; he's been doing it all summer. The one who captured him is called Vilgax and he just wants to brutally cut Ben's arm off to get the incredibly powerful alien device on his wrist.'

Ben let his head _thunk_ back against the wall. How would his parents react? His dad was always telling him to take responsibility, but he probably meant something more along the lines of mowing the lawn or cleaning up his room. And his mom had told him several times to make more friends, meet new people and go places, but she probably didn't mean anything like this either. What would they think? What were they thinking right now?

They wouldn't think that he was…

No. He shook the thought away. Grandpa Max would reassure them, somehow. And then he and Gwen would come after him.

How far away from Earth had Vilgax traveled? He assumed they were traveling anyway. He couldn't feel anything, but presumably Vilgax lived on some alien planet when he wasn't just creepily orbiting Earth.

Ben's legs were getting tired, but he didn't want to sit down again, so he paced instead. Back and forth from the wall to the door to the bed to the bathroom and back again. He was thirsty as well as hungry, so he went into the washroom and drank from the sink. The water still tasted just as sweet and he took a long drink. Afterward, his stomach felt almost bloated, but still empty. He probably wouldn't feel this hungry if the food wasn't just sitting there staring at him. He wished there was a garbage can he could stuff it into.

A noise outside the door caught his attention. Who would it be this time, drones with more food or his apparently very attentive captor? Ben closed the bathroom door and stood waiting with his arms crossed. He knew he couldn't do anything to whoever came in, but it never hurt to pretend.

The door slid open, revealing Ben's least favorite person. Great. Did Vilgax have absolutely nothing else to do on this ship, or had he actually missed him. The alien's face was expressionless as usual, but he somehow gave the impression of being annoyed. The tentacles around his face twitched now and then, almost like a nervous tick. Despite himself, Ben took a step back, hands falling to his sides. Vilgax looked…really scary. Vilgax drew himself up and stared at the human through eyes that seemed more like slits of fire.

"What are you playing at child?" Vilgax asked in a voice like distant thunder.

"Um…nothing at the moment." Ben replied uncertainly. What was Vilgax talking about? Ben hadn't been doing anything. He was physically prevented from doing anything because of this stupid collar. All he was doing was sitting here wishing he could do something. At this thought Ben straightened up slightly. "Take this thing off me," he said quietly. "And then you can see me play."

Vilgax made a sound that was somewhere between a growl and snort, but he seemed merely annoyed now rather than furious, and his tentacles ceased their twitching.

"You need nourishment" he said, back in the familiar rasping growl. The alien glanced meaningfully down at the untouched dish. "Eat. Or must I command you to do that as well?"

He left the room without another word and without waiting for a response, closing the impregnable door behind him. Ben stared after him. For a moment, he had thought that Vilgax could not make him feel more helpless than he already did.

"You were wrong though, weren't you?" he said to no one. Then, slowly, he crossed to where the copper container still lay and lifted the lid.

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><p>(1) Something that I cannot alter (The implication is that it should therefore not worry me).<p>

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><p>Hope you enjoyed.<p>

I've been taking lots of liberties with Ben's universe, as you've no doubt noticed. I changed the name of Vilgax's home world because I didn't like that it was named after him. Sorry if anyone's annoyed at me for that one. You'll hear more about the politics of Xentrex later in the story.

I got my idea for the Miertoh treating both flesh and mechanical damages from Dust Traveler's excellent Invader Zim fic "Going On", in which medics both heal patients and repair and maintain machinery. And I think the point is equally valid when there are so many different life forms, many of whom are partly or wholly mechanical.

And yes, I realize that there are different time zones on Earth, but these are Ben's thoughts and by 'Earth', he really means 'in Bellwood'.

Once again, it's Vilgax who's causing me trouble. I hope his scene came out alright.

Feel free to review if you are so inclined. And if you haven't checked out the picture linked above, you really should.

See you next time!


	8. Hints

SOS chapter 8

Disclaimer: Ben 10 does not belong to me. Sniff…

Merry Christmas everyone!

Hi all! Hope you enjoyed the last chapter. I realize that I didn't edit it as much as I should have, but I really wanted to get it out. I should really go back over the other chapters and edit them as well.

Lobo Solitario has once again created a great picture for this story, but the account where it was posted has closed and we aren't sure where to post it now. We will figure it out, and I will post it here when we do.

But for now, here is the next chapter. Enjoy!

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><p>"All knowledge comes with a price."<p>

- Motto of the Nostian Monks of Briste

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><p><strong>Four Years Ago<strong>

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><p>Ben set the copper lid on the metal floor with a soft, fractured clang. He paused for a moment to suck in a deep breath and hold it, crouched with the metal cold where he knelt on the floor. He wasn't going to cry. He couldn't let himself cry. He knew he was being observed. His encounter with Vilgax just now was ample proof of that. He wouldn't let the alien know what he was feeling, even if Vilgax probably knew anyway.<p>

He looked into the container and stared at the soft food lumps. They were different colours this time, and slightly different shapes, but they were similar enough. The last thing he wanted to do was eat them. Even his hunger had receded, leaving only a hollow, shuddery feeling deep inside him. But he knew that he was going to eat the food. He didn't have a choice.

His throat seemed to have closed in on itself, so Ben picked up the water cylinder and opened it. He took a small sip and swallowed. This water tasted faintly of lemon and it went down easily enough. He took another drink and swished it around his mouth before swallowing. It went down, but his throat still felt tight with unshed tears, leading to the hard knot that was his stomach. But he couldn't linger over the water all day, or Vilgax might come back, so he hesitantly reached into the container again and picked up one of today's selection of round spongy things. He took a bite and chewed slowly. This one tasted like a mix of boiled egg and sausage. The flavour wasn't bad, though the texture ruined it somewhat, but it wouldn't have mattered if it tasted like a turkey dinner. His throat didn't want to swallow, and the mouthful of food seemed to scrape the sides as it went down. Ben took another bite.

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><p>Vilgax swept through the corridors of his ship. The crew, sensing his mood, stayed a respectful distance to the side as he passed. When he reached his rooms once again, Vilgax paused, allowing his tentacles to lash the air in anger. He inhaled deeply, forcing himself to calm. He touched the controls and the wall screen opened up. He opened the live feed and silently watched his young captive. Ben was eating now, although he looked as if every mouthful might choke him. His jaws moved reluctantly, as though chewing their way through rubber, and when he swallowed he seemed to work at it. His body was tense and his eyes were filled with pain. Vilgax knew he had shaken the human badly. Perhaps he had been too harsh, but the boy's refusal to eat had frightened him. It had only been chance that he had decided to go back through the video archives to see whether Ben had eaten his morning meal. Now he looked back on his fear and thought that he had jumped to conclusions too quickly. Ben was only a child after all, barely more than a hatchling. Vilgax was on edge because of Azmuth, but Ben would not attempt something so drastic. Likely this had merely been another form of defiance.<p>

Vilgax watched as Ben finished one of the items from his tray and picked up another one. He was eating more steadily now, but he looked just as shaken. Vilgax was glad that he had been able to convince Ben to eat without commanding him. And it proved that Ben was willing to obey him sometimes, if only because he hated the commands so much. Vilgax knew that the collar would be pure torture for Ben. It was a prison for his mind, and nothing was worse than that. Vilgax had not intended it to be pleasant, but even he had been surprised to see how strongly it was affecting the young human. All the more reason to provide Ben with a distraction. He would have to push the training back a little, but he could still fit a short session in today. Ben would sleep better as a result.

Vilgax dismissed the image with a word and turned away. He had some time now to find out the results of Ben's tests. He hoped the human was healthy. Grask knew how Ben would react to medical treatment.

* * *

><p>The infirmary was quiet. One of the medics was replacing some medical supplies in their proper containers, indicating that at least one crewmember had recently visited, but there were no patients in site. Vilgax crossed the room with single-minded strides. The medic, a willowy Presseet named Nyaaks, inclined her head respectfully as he passed.<p>

Atron was at the back of the infirmary, where the large main room divided and branched into several private alcoves. The Miertoh was standing by one of the tall cabinets in the back. He had lifted out several trays containing many small and delicate looking transparent bottles and appeared to be inspecting the liquids they contained for impurities. He carefully lifted each bottle to eye level and ran a small, handheld scanner over the outsides of each bottle. He then tilted each bottle slightly and gave it a moment of inspection with his large eyes. Vilgax was not surprised to find the Miertoh engaged thus; he worked almost constantly, leaving only a spare amount of time for sleep, food and his precious music. In fact, this zealousness was partly why Vilgax had chosen Atron for his Miertoh. The other reason was because Atron was a slarssan. Slarssara had been the second planet Vilgax had conquered, although conquered was perhaps not the most accurate word. The slarssans were very advanced and their technology was in perfect harmony with the natural areas of their planet. And they were pacifists and had been so for centuries. Vilgax knew something of their history from the archives in Varrmuuth, the planet's historical capital. During the industrial age of the slarssans their planet had been wracked with civil wars which were fairly common on most planets. The difference was that the slarssans' technology had been advancing much more quickly than their sensibilities. One of the more technologically advanced territories had conducted an offensive strike involving a weapon so devastating that the effects had never quite faded from the landscape or from the genetics of the victims. This weapon was known only as 'The Intervention' which Vilgax had found amusingly apt. The devastation and horror which had been unleashed shocked the whole planet and brought about a shuddering halt to the war. Treaties were signed and laws passed designed to prevent the disaster from ever happening again, and a cautious peace descended. However, many of those on Slarssara wondered whether this would be enough or whether greed or fear would eventually drive a nation to once again unleash the weapon, or something even more damaging, on the people of their world. Scientists across the world worked together for years to find the answer and when they discovered it it was implemented in every nation on every citizen on the planet with almost universal agreement. Those who did not wish to comply were not forced but were instead sterilized so they could not breed, and thus was a permanent peace established.

Vilgax did not know exactly what genetics had been tampered with or how and it did not matter to him. The results were before him, even centuries later. Even Vilgax needed a medic, and even he was vulnerable while being treated. That was the most important reason that Atron was here. In addition to violence, betrayal was something simply not known on Slarssara and Vilgax knew that Atron would never betray him.

* * *

><p>As Vilgax approached, Atron paused in his inspection and uttered a soft, sweet trill, indicating that he had noticed his master but required a moment before addressing him. He carefully replaced the fragile bottle he was holding in its appropriate tray and then turned and fixed his large, dark eyes on Vilgax.<p>

"Good day to you, lord. How may I be of service?" he always addressed Vilgax thus. Vilgax's title was 'warlord' but Atron could never bear to use it. War was abhorrent to him, and though he served Vilgax faithfully as a medic and knew that Vilgax was fighting a war, he would not speak of it. For his part, Vilgax allowed the lapse. War was an essential part of his culture and he found it amusing the extent to which a slarssan could delude himself. Still, if that was the price he paid to have Atron on his ship he would gladly pay it.

Vilgax flicked a tentacle in acknowledgment of Atron's greeting, but did not return it. He was never one for pleasantries.

"What do your tests say about the human?" he asked.

The Miertoh blinked his inner eyelids, slightly wary. He did not seem to enjoy the task he had been given. "He is perfectly healthy aside from the large quantity of sugar, salt and fat he has been ingesting recently, which I believe is the normal diet for wealthy humans."

Vilgax flicked another tentacle, in agreement this time, and took the chart that Atron held out to him, glancing over it as he did so. The recommendation at the bottom stopped him and he looked back at his Miertoh. "What is this?" he asked gruffly. Why are you advising these vaccines?"

Atron blinked again. "You are taking him to Crito-Ah, correct?" he said, and at Vilgax's sign of agreement, "That planet contains many mammalian species which may be close enough to him genetically to pass disease. It would be safest to have him vaccinated if we will be spending some time there."

Vilgax rippled his tentacles, annoyed. "Very well. How long will it take you to modify your vaccines for him?"

"I am already working on that," Atron said, not without some satisfaction. They should be ready by tomorrow morning."

Vilgax's tentacles tapped thoughtfully. "Alright," he agreed. "I will bring him down then." He gestured towards the trays of uninspected bottles. "You may continue, Miertoh."

"Thank you Lord." Atron inclined his head respectfully once more and turned back to his beloved medical supplies. Vilgax also turned away and as he strode away from the silent infirmary his tentacles twitched in annoyance. He was not looking forward to Ben's reaction tomorrow. Even when the human was so thoroughly trapped, he continued to be an aggravation.

* * *

><p>When his door slid open again, Ben was ready. At least, he was ready for something to happen. After choking down the last of the food, Ben had tidied up the dishes as before, and then made a trip to the washroom. He had used the toilet, washed and then dragged his wet hands over his face. He thought it would help the tight, dry feeling of his eyes, and it seemed to have relieved the feeling a little.<p>

But then there was nothing else to do, and once again Ben found himself possessed by that state he had recently discovered which was part fear and part boredom. Once again, there was nothing to do but think.

So perhaps he was almost relieved when his solitude was interrupted by that familiar, looming presence.

Vilgax was no longer angry, at least so far as Ben could tell. What one could see of his face around the breath mask he always wore was unreadable, but his tentacles lay placidly limp like the wet tights draped over Ben's mother's bathroom railing at home. Vilgax glanced around the cell, taking in the tidied dishes, the neatly made bed and Ben; the room's lone ornament.

"Follow me boy," Vilgax ordered, but Ben did not move. It came as rather a shock. He had been expecting an inexorable command, and he almost took a step forward before he realized that nothing was compelling him. He stared at Vilgax. The alien did not look surprised and he did not speak. He was waiting. The implication was obvious; Ben could obey, or he could refuse and be forced to obey anyway. Ben hesitated a moment, and then his chin came up the challenge entered his eyes.

Vilgax's eyes narrowed and several tentacles lashed briefly. Then he turned away. "Come," he said, and Ben came.

They took a different route this time, at least so far as Ben could tell from the repetitive gray metal hallways. He wondered how Vilgax knew which way to go. Maybe he had a map etched into his brain. Vilgax walked ahead once more with Ben trailing behind him, walking quickly to keep up with the alien's long strides. Had it been worth it? Ben hated this collar with a hatred so strong it made him feel sick. He hated how Vilgax's commands instantly robbed him of his free will. He hated knowing the impossibility of disobedience and he hated how he must look to the crewmembers they passed; like Vilgax's puppy probably. And yet he was still glad that he had behaved as he had back in the cell. What was the point of free will if he was just going to obey anyway? And it seemed to have annoyed Vilgax at least. It seemed as though Vilgax had been expecting him to obey and if the writhing tentacles were any indication Vilgax had not been pleased when Ben refused. Ben didn't know why Vilgax would care, or why the alien had even put the aggravating piece of metal on him in the first place if he was just going to try to get Ben to obey him without it, but seeing that reaction had been gratifying. That seemed to be what it had come down to; what could he do to push Vilgax's buttons. Not to say that he had given up all hope of escape or rescue, but he had no plans at the moment, and this was something he could do to resist as much as possible. He would probably pay for it, but just surrendering was worse.

They had been walking through identical corridors, but now Vilgax entered a comparatively small, circular room and Ben followed, feeling slightly apprehensive. As they passed through the door it slid shut behind them and the gray floor began to glow with a soft white light. A glittering array or lights flickered to life, hovering beside one of the walls and Vilgax moved one claw into the radiance, touching four of the glowing symbols in quick succession. Ben braced himself for whatever might be happening. He heard a low hum and then nothing. Ben looked quickly at Vilgax and caught the alien watching him inscrutably. He had no idea what Vilgax was thinking, but he felt a cold chill run down his spine. The door slid open again and Vilgax walked through it. As he followed, Ben did a double take and would have halted in surprise if he could have. This was a different corridor. It was wider and the usual boring gray was accented by a lighter gray stripe which ran along both walls as far as he could see. He supposed that room must be what passed for an elevator in this ship. They walked down the new corridor for a few minutes and then Vilgax halted before a wide door which slid smoothly open at his touch.

The new room was larger than any room Ben had yet seen on the ship with the exception of the cargo bay they had arrived in. It was about as large as the gym at his school, at least before a pack of explosives-happy robots had blasted a great big hole in the wall. The room was rectangular with a high ceiling and was completely empty. The only indicator that the room was even used for something was the assortment of faded scuff and scorch marks that adorned the walls and floor. The site reminded Ben uncomfortably of something but he couldn't put his finger on what. Then he remembered the bloodthirsty roar of the crowd and the smell of burning metal. The only thing missing was the gallery where the spectators stood. It was an arena.

Ben glanced at Vilgax quickly and caught the alien looking back at him out of inscrutable red eyes. The tips of his tentacles shifted and Ben looked away, letting his eyes rove over a long, wicked looking scorch mark by his left foot. Was this what Vilgax had been waiting for? Had he just been waiting, making sure Ben ate and slept so he would be fresh for some kind of gladiatorial tournament? More importantly, Ben couldn't decide if that realization made him feel frightened or relieved. He heard movement, Vilgax wasn't exactly stealthy, and looked up to see that his captor had crossed to the wall at the right of the doorway. Vilgax touched a panel on the all and the door, which had been open, slid smoothly closed.

"Manual" Vilgax said, seemingly to the wall rather than to Ben. It seemed an age since either of them had spoken, and his harsh voice sounded harsher and louder than usual in the empty room. In response, a piece of the wall detached itself and floated into his outstretched hand. Ben stared, impressed despite his situation. One side of the device was the same colour as the wall, a kind of slate gray. He couldn't see the other side clearly, as it was held above his vision level, but it seemed to involve the same hovering, multicolored lights that he had noticed in the elevator. Vilgax delicately touched the lights one by one in some combination Ben couldn't fathom, than he looked back at Ben who suddenly found he couldn't stay silent.

"What do you want?" he asked, trying to keep the helplessness from his voice.

Vilgax almost seemed to hesitate, but then he spoke. "You will train here every day. You will choose to train or you will be forced, but you will train."

Ben glared at Vilgax, confused and frightened. _Well_, he thought bitterly, _that was sort of like an answer. Maybe I should try for one and a half for two._ "Why am I training?" he asked. It was almost a demand really; he could hear it in his voice, and he knew even before he finished speaking that he wouldn't be getting an answer.

Vilgax's eyes narrowed and he seemed to flick something on the device he held with one claw. A round circle in the floor opened up, the edges splitting and sliding smoothly into the sides. The hole was about the size of a small, circular room and it gaped like a surprised mouth. Through it rose a platform containing fifteen robots similar to those Ben had grown used to seeing, but bulkier.

"So I guess that means you're not going to answer me," Ben stated, more to himself than his captor.

Vilgax's tentacles made that rippling motion again. "Morph," he ordered, and the robots began to advance on Ben.

Ben swallowed the next remark he'd been about to say and took a step back, touching the button on the omnitrix and twisting it deftly. He didn't wait for Vilgax to give him an inexorable command. He wasn't sure why, though perhaps it was partly that he just really felt like hitting something right now. He slapped his palm down on the omnitrix and was blinded by the familiar flash of green light as he felt his body twist and contort. He landed on all fours and pounced on the nearest robot, sinking tough, sharp fangs into red metal and ripping. He didn't stop to wonder why he had chosen Wildmut, but if he had, perhaps he would have thought again about those lions in the zoo. Then again, perhaps he wouldn't have.

* * *

><p>Hope you enjoyed.<p>

Yay, more about Atron! I've been having quite a brainstorm concerning the Slarssans and their planet. I know their culture, history and even what their cities and planet look like. I would love to draw some pictures of Atron and the planet if I could draw. I may eventually make an effort anyway. Unfortunately, I don't think we'll get to visit Slarssara in this story. There are too many beings around for Vilgax to bring Ben there, among other reasons. However, we will likely see more of them when I write my other Ben 10 story (featuring Ben and Reinrassic III chiefly). That won't happen for a while, but it will happen.

I will be uploading a more carefully edited copy of this chapter in a couple of days.

In the meantime, expect a chapter from either "Memories Make Us" or "Loving You Behind Closed Doors" and then another chapter from this story.

Thanks for reading!


	9. Medicine

SOS chapter 9

Disclaimer: No.

Back in business everyone! I hope you all enjoyed the last chapter. I can't believe how many awesome reviews this story is getting. I'm having a lot of fun with it, and I'm glad other people are too.

Without further ado, here is chapter nine. Enjoy!

Written mostly to Within Temptation, Skillet and My Darkest Days.

* * *

><p>"No matter how much knowledge you gain, you will always find yourself lacking."<p>

- Code of the New Crysitus Scientists

* * *

><p><strong>Four Years Ago<strong>

* * *

><p>There was a dull clang as the last robot collapsed onto the ground. It was missing its head and its chest plates were bent and twisted. Ben spat the metal head onto the floor where it bounced once and spun slightly, dripping saliva. His gills flared as he took in the room and he turned to face the only creature besides himself who was still standing. Vilgax was watching him silently.<p>

Ben was tired. He could feel a bruise forming on his back despite Wildmut's tough hide, and the metallic taste on his tongue made him think of blood, but he wasn't ready to stop fighting yet. Being able to use the omnitrix again almost felt like a rush, filling him with adrenalin and the illusion of freedom. His gills fluttered again, testing the air for new targets and finding none.

"That's enough for now," his captor growled, and Ben turned again, almost growling himself. He wanted to leap at Vilgax and was acutely aware of his inability to do so.

"Change back boy," Vilgax ordered after a moment. It wasn't a command, but Ben couldn't have obeyed in any case. He would have rolled his eyes if he'd had any. He let out a sort of howling whine and shook his head. Vilgax's tentacles lashed the air and then stilled. Ben thought he was beginning to figure them out. That meant Vilgax was angry. Ah, what insight he had gained.

"Stand still," Vilgax said, and Ben shook his head again and backed up. Adrenalin was still pumping through his body, and since he wasn't able to attack or escape, this was all he could do.

Not that it did any good. "Stand still", Vilgax commanded, and Ben could hear the anger beneath the normally expressionless voice the way tension rippled through the clouds before the first flash of lightning. He froze helplessly as Vilgax approached and, crouching, touched the omnitrix symbol with a claw. He was blinded by the red flash and shrank back into himself.

Vilgax did not look at him, but turned away, tentacles flexing. "Now come," he said and Ben came.

* * *

><p>It was night again, or at least so far as Ben could tell. He was back in his cell, back to counting the walls, and back to wishing he had a watch.<p>

At least he now felt slightly less like a balloon about to pop. It hadn't really been very long since he had last used the omnitrix; not even two days, yet it seemed like much longer. He was used to using it all the time. Even when there were no enemies to fight, he usually found a reason to change, either to tease Gwen, escape some boring situation, or just for fun. Now he was locked in his own body as assuredly as he was trapped in this room, on this ship, and it was just as hard. Turning into Wildmut had been a relief, but it had been short, and now he was stuck as Ben Tennyson again.

He glanced down at the omnitrix. It was strange to see it on his wrist, glowing its normal gentle green, yet knowing that it was impossible for him to reach out and activate it. He put his right hand up gingerly to his collar and hooked his fingers around the warm metal. He had previously felt all along it without finding a single crack, control panel or clue he could use to get it off. Now he simply held it. It was light and the same temperature as his skin, and it would have been easy to forget that it was even there if his thoughts hadn`t kept bringing it back to his notice. He ran his thumb along the metal and then tugged at it so he could feel it pressing against the vertebrae of his neck. He didn`t pull at it with any hope that it would come loose, but simply because it felt less like he was just accepting it that way. He let the collar go after a moment and wiped his hand on his pants to get rid of the feeling of the metal.

He wondered whether it was bedtime yet. He didn't want to go to bed, not being tired and still feeling a little stretched underneath his skin, but there was really nothing else to do, and at least if he slept he could stop glancing at the omnitrix where it sat, infuriatingly bare, on his wrist.

Ben collapsed backwards onto the bed, on top of the neatly arranged covers. His mom always got annoyed when he did that. She said he left wrinkles.

At the thought it was as though a deep pit had opened in his stomach. He felt so helpless and trapped and the thing he wanted most at that minute was for his mom to be there. He wanted to feel her arms wrapped around him, and he wanted to let himself forget where he was, even for a moment. He stared up at the bare, gray ceiling and fought the tears that were building behind his eyes. He stretched his eyes as wide as possible, afraid to blink lest the tears escape. He could feel two of them forming in his eyes, ready to spill over and down his cheeks. He didn't want Vilgax to see him cry, but he didn't know how much longer he could hold out. He had to stay strong. He'd only been here two days. Gwen and Grandpa would come after him soon. He focussed his gaze on a patch of ceiling and concentrated on taking deep breaths until the tears receded. When it was safe again he sighed, relaxing. He supposed he should at least try to sleep. The lights were still on, but maybe they would go out if he closed his eyes.

Slowly Ben rolled onto his side and pulled his knees up to his chest, wrapping his arms around them. His shoes were still on, and he rubbed one foot against the other until the shoe slipped off and fell to the floor, then hooked the toes of his sock-clad foot into the heal of his remaining shoe and pushed until it flopped off as well. Then he closed his eyes and hunched his shoulders.

After a minute, Ben cracked one eye open and saw that the light had already begun to dim. At least one mystery had been solved. He closed the eye again and worked on breathing deeply. He could feel the tears threatening again. As he lay there in the growing dark, he couldn't help wishing that he could go to sleep as easily as a light going out.

* * *

><p>Ben didn't remember dropping off, but he must have slept because he woke to what was presumably morning. He made this assumption based on the appearance of a new casserole dish, black this time, which was the first thing he noticed in the brightening light. He was stretched out a little more on the bed now, but the covers were still crumpled underneath him, so last time must have been his imagination. That was something of a relief.<p>

His eyes were gummy with sleep and he rubbed at them. Better. Of course, he was still here, still on this stupid ship with this stupid collar around his neck. He put his hand up to the smooth, metal circlet and ran his fingers along it. Part of him just wanted to see it. There was no mirror in his cell, and he had seen the collar only for a moment before Vilgax put it on him, and he hadn't even known what it was back then. If he could see it, maybe he could find some clue about how to get it off. However, only part of him wanted to see it. The other part wanted to pretend it didn't exist.

Ben shook himself mentally and climbed off the bed. He went to the washroom and rubbed some cold water on his face as on the previous day. He was planning to inspect his breakfast next, but as he emerged from the washroom he was arrested by the sound of heavy footsteps outside his door, followed by the click of its handle. Ben could feel his shoulders tighten as his captor entered, filling the room. As usual, Ben resisted the urge to back up. However, there seemed to be something different about Vilgax. Whereas the previous night the alien had clearly been angry, which had resulted in another awful command, this morning he seemed almost wary. Ben couldn't have said what gave him this feeling. There were certainly no indicators on what little he could see of the alien's face. Perhaps the almost hesitant, less forceful way he moved or the slight shifting of his tentacles created the impression. Or maybe he was reading too much into it.

Ben put his back up as Vilgax looked at him. He was fully prepared to continue his show of defiance from the night before, little as it had accomplished. At least this way he was doing something. Unfortunately, he wasn't given the option. Perhaps Vilgax had seen Ben's thoughts in his eyes.

"Come," he commanded, and Ben was reminded afresh of how awful that felt. It was like someone had wrapped his soul in chains and was trying to drag it through the flesh of his chest. Even as Vilgax stalked from the room and his own legs moved obediently to follow, the feeling seemed to flow up his throat and out of his mouth in a desperate cry.

"Wait!"

Vilgax halted and turned, red eyes narrowing as they regarded him, and Ben regretted the outburst. He swallowed the feeling of desperation again and forced as much calm into his voice as he could manage. "At least tell me where we're going." Was his voice still shaking?

Vilgax seemed about to ignore the question and continue walking, but instead he suddenly knelt so that his face was almost level with Ben. It was unexpected, and Ben took a nervous step back before the command halted his feet.

"We are going to the infirmary," Vilgax said, his burning gaze meeting Ben's yellow-green one. "You require a vaccination." He paused for a moment and the ends of several tentacles twitched. Ben flinched at the movement. "It will not hurt," Vilgax added.

Ben found his voice. "A vaccination for what?" he asked. This was the most of a response he'd ever gotten from Vilgax, but he was disappointed if he expected more information. Vilgax simply rose, dismissing him and his question, and walked off again. Ben followed.

At least he knew where they were going now, though he did not like the idea of an alien vaccine. He didn't like injections on Earth, alien ones were frankly terrifying. But it was oddly a comfort just to know where he was being lead and why. He hated the way Vilgax just left him in his cell without telling him anything, and the only times he was allowed out were when he was shepherded from one unknown place or another.

He glanced up at his captor's back. Vilgax had said the vaccine wouldn't hurt. Ben would have bristled at the words had he not been so terrified. Why had Vilgax said that he'd never seemed to mind hurting Ben before. Heck, what did he think this collar was anyway, a fashion statement? Likely this was just another way Vilgax was messing with him. Ben concluded that Vilgax seriously needed a hobby.

The grim gray hallways stretched on ahead of him, but despite his thoughts, Ben couldn't help feeling better for knowing where they lead.

* * *

><p>Well, here they were. Ben entered the infirmary several steps behind his captor, looking warily around at the familiar room. There was no one here today. The infirmary was empty, clean and gleaming from the touch of some zealous caretaker, or possibly maintenance robots. Ben wasn't really sure whose job it was to clean the ship. Vilgax touched a softly glowing circle on the surface of the spongy beige desk Ben had seen previously, and there was a low hum like a distant swarm of bees. In response, part of one wall slid open, revealing a chamber beyond. The alien from Ben's last 'visit' emerged from the second room, rubbing its long, spindly hands together as though cleansing them.<p>

"Greetings Lord," it said in its sweet voice, inclining its head gracefully. In fact, every movement it made was graceful, even small things like the way it turned its head or the movement of its twig-like hands.

"Are you ready?" Vilgax asked.

The other alien nodded, frowning slightly. Last time, Ben had noticed that its expressions were fluid, but almost more exaggerated than a human's, maybe because of its large eyes. Now, he thought that it looked a little unhappy. He wasn't feeling all that chipper himself. How did Vilgax even know whether this stuff worked on humans? He hadn't seen through the entire ship, but he was pretty sure Vilgax didn't have any humans working for him. His palms felt sweaty and he discreetly rubbed them on his pants. In He was feeling a little panicky again. In fact, if he wasn't still under the command to follow Vilgax, he might have made a break for it. His eyes locked onto the medic, who had turned and opened a sliding panel in the wall beside the door. It lifted out something that looked like a black circle of Velcro.

"Hold out one hand, palm up," it instructed Ben.

Was that the vaccine? Bemused, Ben held up his right hand as instructed. The alien touched the circular pad to the soft skin of Ben's wrist. Ben couldn't help flinching as the pad made contact with his skin. It seemed almost to wriggle and adhered like a suction cup. Ben looked at it nervously. He wondered if it was busy digging hundreds of tiny needles into his skin, injecting something into him. If it was, he couldn't feel it. It just felt like a rather large band aide. Even as he watched, it wriggled again and then came loose and fell to the floor. Ben inspected his wrist for pin pricks but didn't see any.

"That's it?" he asked uncertainly.

"It is," The medic confirmed. It turned to Vilgax. "Remember what I said Lord," it said with another dip of the head.

Vilgax didn`t answer, but again a tentacle flicked to the side. Ben wondered if that was a sign of agreement or an admonishment not to talk about whatever it was. The medic`s words didn`t mean anything to him, but he kept it in mind. He looked back at his wrist, wondering if the skin was starting to itch or if it was just his imagination.

Vilgax moved toward the door and Ben`s heart twisted. He didn`t particularly want to stay here getting stuck full of alien medicine, but he really didn`t want to go back to his cell. He didn`t want to go back to staring at the walls and wondering if anyone was coming to rescue him, and he didn`t want to eat more of those spongy patties Vilgax kept giving him. He almost called out to Vilgax to stop again, but what could he say? He bit the inside of his lip instead and stared around the infirmary with false interest. Then his feet moved helplessly and he trailed after Vilgax down the halls once again.

* * *

><p>Vilgax was pleased. He had gone to the bridge after returning Ben to his room, and now stood surveying the busy pilots as they checked calculations and studied the new information the <em>Antarasin<em>`s computers were constantlyproviding. There had been no hostile encounters during their escape from earth, and Vilgax was now confident that the distractions he had provided had been sufficient to prevent Tennyson from following. By now the humans surly believed the Ben was dead. Why would they not? During his previous encounters with Ben he had made no secret of what he intended to do to the young human once he had the boy on his ship. Even if they did not yet believe the boy was dead, at this point there would be no way for them to track him or discover where he was bound. Tennyson had lost, and Ben was his.

He was also pleased with Ben`s behavior today. Although he had given Ben no chance to physically disobey him, he had expected much more of an emotional outburst, particularly when the young human learned where they were going and why. Instead, though he was clearly frightened, Ben had remained quiet and obedient, a strange reaction after his defiance the day before.

It was difficult to predict how Ben would react to any given scenario. Just when he believed that he had figured the human out he would do something unexpected. Today`s reaction was a perfect example. Vilgax had not planned to tell Ben why they were going to the infirmary. The lack of answers would have aided the feelings of helplessness and isolation that he wanted to instill in the boy. However, it seemed that Ben was being affected much more strongly than Vilgax had anticipated. Vilgax was now being constantly reminded of how young Ben actually was. He had been deprived of his family, his planet and even his ability to be a hero, and Vilgax had begun to see him more as a frightened child. That was the only part that worried him, but he was sure that the confident and resourceful fighter in Ben would eventually return once the boy had been properly broken.

Vilgax was not a very patient being, but he knew that he must take his time when dealing with Ben. He could not allow himself to expect too much permanent change at first. Ben needed to fully realize that there would be no escape, and he would, of that Vilgax would make certain.

They had encountered no unexpected obstacles and would be arriving at Crito-Ah tomorrow. Then he could begin to train Ben properly.

The Zithsian looked out again over the bridge of his warship with its gleaming instruments and controls at which crewmembers worked like a tribe of tireless frirx. (1) His conquest would come soon enough. Now he needed to ensure that his most powerful weapon would be ready.

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><p>(1) A kind of tiny, burrowing mammal native to Zith.<p>

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><p>Thanks for reading everyone!<p>

Sorry this was late. I was having trouble with the infirmary scene, and Vilgax`s reflections nearly drove me up the wall. Hope those scenes were alright.

I know I promised to update one of my Kim Possible stories next, and I am really sorry about that. The update for Loving You Behind Closed Doors is coming. I am having trouble finding time to write recently, and I keep getting ideas for Shades of Self, which is why these chapters are still coming out. Sorry guys.

Hope you`re all still enjoying Shades of Self. Next chapter gets interesting. We will see a new planet, and may even find out the answer to why Vilgax started this whole thing in the first place. War is a part of Zithsian culture, Vilgax`s race in this story, and you will likely hear something about their politics next chapter.

See you all next time!


	10. Illness

SOS chapter 10

Disclaimer: Still not mine. If it was, the new show would not have changed animations on us.

Welcome back!

Thank you so much to everyone who reviewed. I love hearing your thoughts on the story, and I am so happy that so many people are reading and enjoying it!

Sorry this is late. I write when I can right now.

Enjoy everyone!

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><p>"He fought his way through wind and rain and acid sands, and he was discouraged and turned back, for he could not know that the pain was only in his mind."<p>

From "The Tales of Knowledge" by Korvin Parr.

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><p><strong>Four Years Ago<strong>

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><p>Everything hurt.<p>

Ben tried to sit up and the room spun around him. He let his head drop back onto the pillow and closed his eyes against the light. He didn`t think it had been more than a couple of hours since Vilgax had shut him back in his cell.

At first he had felt fine, or as fine as he had felt in the last two days. He had reluctantly investigated his breakfast and eaten the familiar flavoured patties. He had begun to seriously miss the food at home, but did his best to ignore it. His water had tasted of lemon again today, but the flavour had been stronger this time, and his teeth tingled slightly as he drank it as though it were very cold.

After eating, Ben had employed himself as best he could by trying to guess what the different devices that he had seen in the infirmary were used for. He had caught himself scratching his right wrist several times and noticed a slight itch beneath the skin, but had dismissed it as paranoia. The wrist didn`t look any different and he had thought that it would likely stop itching if he could only stop thinking about it.

After a while, Ben had noticed a headache poking obnoxiously behind his eyes. He had splashed some water on his face, but it hadn't seemed to help, so he had decided to lie down for a while as his head seemed to hurt more when he moved it.

He had drifted off into a fitful slumber, but it couldn't have been too much later that he woke to a pounding in his head, shivers and an aching body. His skin felt tight and tender and even the roots of his hair seemed to ache. It hurt to lie there with his side pressed into the mattress, but it hurt even more when he tried to move. So he lay there while his thoughts wandered wistfully through his head. He wished that he were home in his bed, he wished that his mom were there to look after him, and he wished that sleep would find him again.

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><p>The morning was spent productively for Vilgax.<p>

After inspecting the bridge, the warlord sent a communication to Crito-Ah, informing the chief steward of his expected arrival time on the planet and where he planned to stay for the duration of his visit. Crito-Ah had several zones which were similar to Xentrex in climate. The plants and animals were different of course, but the environment was familiar enough to remind Vilgax of home. On this visit, he planned to stay near Conqueror's Landing, which was not only Crito-Ah's capital, but was also home to his largest residence on the planet. In addition to this, unlike the capitals of most planets Vilgax had visited, Conqueror's Landing was isolated, and the only beings who lived there were those who directly served the steward. The isolation was the most important reason Vilgax had chosen this particular residence.

Vilgax then proceeded to read the latest reports from his generals. He was not yet ready for the galaxy to see his force, and so the reports contained nothing but summaries of the recruitment and training of soldiers that had been going on subtly for a while.

For the remainder of the morning, Vilgax worked on finalizing a schedule he had drawn up for the coming days planet-side. It was always changing as he learned more about Ben and what he would need.

When he had finished as much of his work as he cared to for the time, Vilgax's thoughts turned once again to his captive. The boy was never really too far from his thoughts, so integral was he in Vilgax's plans. Though Ben's constant defiance frustrated him, Vilgax could not help admiring the courage it took to show such defiance when faced with the hopelessness of this situation, even if Ben did not fully realize his situation as of yet.

Ben had been alone for long enough, Vilgax decided. It was time to take him for another training session.

He met no one on his way to Ben's room, which was expected. He had chosen this area of the ship to house his captive because it was not currently in use, though it was still conveniently near to the med bay. The crew also had orders to stay out of this area unless necessary. Still, Vilgax was glad that the voyage would be over after tomorrow. It was important that Ben have as little contact with his crew as possible, though until they landed, some was unfortunately unavoidable.

Vilgax twisted the handle and Ben's door slid smoothly open, but there was no small, defiant human waiting for him. The warlord halted in shock at the sight that greeted him.

Ben lay on his bunk, on his side, crumpled into a little ball of misery. His legs were folded up close to his chest, his thin shoulders hunched up as though protecting his neck, and his face was etched with pain. He did not look comfortable, but as though he hurt too much to even think of moving, and though the room was still the standard temperature, and shouldn't have been cold, his small body shook uncontrollably.

Vilgax was frozen for a moment. How had this happened? Then he remembered the vaccine injection and all his tentacles lashed in sudden fury. Something must have gone wrong, and his miertoh had best hope that it was not something deadly. But first he had to get Ben to the med bay. Vilgax entered the cell.

Ben had not moved when the door had opened, but now he rallied somewhat and jerked himself into a sitting position on the bunk, though it was clear that every movement was agony.

"Don't come near me!" he gasped.

Vilgax ignored the protest and, brushing aside the shaking arms, lifted Ben into his arms. He tried to be as gentle as possible, but Ben gasped involuntarily in pain. Still, he fought for a second, struggling in Vilgax's hold, before the pain forced him to subside. The human's whole body was shaking, and the sweat stood out on his brow. He lay stiff as a board, all of his muscles tensed as though to hold the pain back. He seemed very small and fragile. Vilgax could feel the rapid beating of his heart and his ribcage rose and fell at his short, shallow breaths. He breathed shallowly, as if inhaling deeply would hurt too much. For the first time, Vilgax looked at Ben and he did not see his enemy or his prize. He saw a fragile, helpless hatchling, and he wished that there was something he could do to ease the pain Ben was feeling. But that would have to wait until they reached the med bay. Until then, all he could do was try to walk smoothly.

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><p>Ben floated in a red haze of pain. Every movement, every breath hurt. He lay rigid in his enemy's hold, breath hitching in pain at every step the alien took.<p>

For an insane moment when Vilgax had picked him up, Ben had writhed, trying to break free, but the pain was just too much and he had stopped. His head was still reeling and he felt as though he was going to be sick. He closed his eyes against the movement and tried to pretend he wasn't here, that this wasn't happening.

At last he heard the sound of a door and opened his eyes again to find the bright light of the infirmary greeting him. However, opening his eyes sent new jabs of pain flashing through his head and he clamped them shut again immediately. Vilgax spoke. His voice rumbled through Ben, jarring him and causing a fresh spasm of pain. Ben missed the words themselves, though he flinched from the anger in the rough voice. Then he was deposited on a cold metal surface with a jolt that forced a moan through his clenched teeth. He sucked in a shallow breath and tried to curl himself back into a little ball. He thought it hurt less in that position. Something touched his face and Ben snapped his eyes open again. The alien doctor had returned and was examining something, perhaps a small screen, which it was holding in its hands.

"What are you waiting for?" Vilgax demanded. His voice was surprisingly quiet, but there was such a grim threat in the words that Ben flinched again involuntarily, even though the anger wasn't directed at him. He wanted to cry, both from the pain and from his general situation, but he bit his cheek instead and looked down at the metal table under him.

"He will be alright," the doctor said. Its sweet voice was calm and soothing, seemingly unbothered by Vilgax's anger. "His body is reacting as though the vaccine is an enemy virus. It is painful but not life threatening." There was a soft clang as it placed the device it had been holding on a nearby counter. Ben heard movement and glanced up again to find that Vilgax and the doctor seemed to have moved away. The doctor said something in a soft voice that Ben couldn't catch, but Vilgax's response was clear enough.

"I will _not!_" Ben's captor snarled. His tentacles lashed the air as though he wished to fasten them about the other alien's throat.

At another time, Ben would have been listening intently for anything that might help him, but in his current state Vilgax's harsh voice cut through his head like a dull axe. He shifted slightly until he could press his throbbing forehead to the cool surface of the table. He was still trying to listen, but he would have missed the doctor's next words had the graceful alien's voice not been raised, for what sounded like emphasis rather than out of rage.

"You are distressing him," it said. Its voice was still calm and respectful, if slightly louder. "At the moment he is my patient, Lord, not your prisoner, and he needs to rest." There was a pregnant moment of silence, and then Vilgax's voice, quieter, but still angry.

"Inform me when he is asleep and mending," he said. "And you _will_ explain to me how you allowed this to happen."

Ben heard him leave, but he did not look up again. Moving wasn't worth the effort right now. Something cool touched his arm and he flinched at the sensation. He sensed the doctor standing over him again.

"You will be alright," the alien said gently. "Sleep."

Ben felt as though a blanket was being drawn over his eyes. Drugs again, he supposed, though this time he was almost glad. Anything if it meant he could sleep and forget the pain for a while. His thoughts grew fuzzy and indistinct, and then vanished, and the tense muscles relaxed, and all was peaceful and dark.

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><p>Vilgax was seething. He wanted to demand an explanation of Atron at once, but he could not. He would have to wait until the Miertoh had tended to Ben. All he knew was that the explanation had better be good when he heard it if Atron did not want to be left on Crito-Ah. In the meantime, he did not want to stew by himself. He needed something to distract his mind until it was time to meet with Atron. The warlord headed to his second in command's quarters.<p>

Vilgax was not a very social being, preferring to maintain a separation between himself others. He did not wish his subordinates to know him as anything other than their commander. It was the safest way to keep from exposing weaknesses. This was the reason he never made use of the officer lounge on the _Antarasin_, preferring to relax in his own quarters. The lounge was too public a room for him to let his guard down. However, Trisaara was one of the very few beings that Vilgax trusted completely. She had been one of his officers since shortly after he had left Xentrex, and sometimes they would meet over a few drinks and tell a few old war stories.

The door to her quarters was open, which meant that she was within and was not working. Trisaara was not an easy being to approach, and no crew member would be foolish enough to enter her room without permission. The warlord, however, was the exception.

Trisaara rose when her leader entered, antennae tilted quizzically to the side. The light in her room was low, but it still reflected slightly off her compound eyes, the only truly visible part of her. The rest of her body was merely a black, angled shadow floating behind the eyes. Vilgax mused that she would have looked truly nightmarish to any humans coming unexpectedly into her room.

"Welcome Warlord," she greeted. When she spoke her words sounded slightly clipped, and there was a trill just beneath the surface. Vilgax's tentacles moved in acknowledgment. He was never one for greetings.

Trisaara was a vandar; slightly over six feet in height, not counting her two sensitive antennae. Her exoskeleton appeared black under the cold ship's lighting, but shown metallic blue in sunlight. She still retained the eight limbs possessed by her crawling ancestors, though their uses had changed significantly. She walked upright on her two lower sets of limbs and used the next set to fight and manipulate devices. The uppermost set of limbs was usually tucked up under her chin, only emerging to protect her face or to manipulate something that required incredibly fine motor skills.

She touched a panel on the wall, and the light brightened slightly so that the rest of her body came into focus. Vilgax saw that she was holding a thetch (1) stalk in one of her uppermost limbs which was already partially nibbled. Noticing Vilgax's lingering anger, she placed the stalk on the table in front of her and motioned for him to join her in the relaxation alcove.

"This would be easier if you would take my advice," she observed as he settled himself.

Vilgax's tentacles made a correcting motion. "This is not about what we discussed," he said. "And I have told you that your methods would not work in this situation."

She shrugged, antenna twitching up and then down. "If you beat it enough anything will break." She looked sidelong across at him. "Nevertheless, you do not look as if you wish to begin that argument again. Will you have some coaff?" (2)

"Very well," Vilgax agreed, "but only half a container." He took the container Trisaara passed him and they drank in companionable silence.

"Do you recall the siege of Closee?" Trisaara asked after a while. "I thought we would never get inside."

"You are always a pessimist," Vilgax said. He tried to put the morning's events from his mind, at least for a little while. He would have to deal with them soon enough.

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><p>(1) Thetch is mild drug common on Vandra (Trisaara's planet). The user nibbles at the plant stalks and the drug stimulates hisher memories and brings on feelings of peace and relaxation. It is legal and is commonly used to relieve stress. It is also used at funerals to remember the deceased.

(2) Coaff is a substance similar to alcohol and enjoyed by many species.

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><p>Thanks for reading everyone!<p>

Here we have another window into Vilgax's mind and plans. And once again, I had trouble writing it. I can write for Ben so easily, but Vilgax is just difficult. Hope it came out alright.

I also hope nobody hates me for Ben's reaction to the vaccine. As I may have mentioned before, I'm not a doctor. I chose a reaction I thought was plausible, and I hope it worked. Sorry for Ben being in so much pain this chapter. He's be a little more himself again when we see him next.

Ben got a small respite from Vilgax. I wouldn't count on Atron for too much help, however. His planet never even tried to form a resistance to Vilgax's rule.

Trisaara was a little more outlined in this chapter. Hope nobody gets bored by all the alien explanations. Her appearance was inspired by the Thranx from Alan dean Foster's "Founding of the Commonwealth" books, although this race is very different.

I thought it would be good to have someone that Vilgax could relax with. Yes he's a loner, but he still needs to have some being that he can reminisce with. Yes he's still her boss, but they know each other a little better. There is nothing romantic between them, they're just old friends. I am trying not to bore you with too many ocs, but as we are getting to know Vilgax, we also have to get to know his crew to some extent, and I makes sense to flesh out some of them. Trisaara is likely a character that we will see a little more, but she won't be overshadowing Ben or Vilgax, so no worries there.

I haven't had a lot of time to write lately, but I will be working on the next chapter. Promise!

Thanks for reading, and thanks for the wonderful reviews. Review if you like, I love to read them!


	11. Nightmare

SOS Chapter 11

Disclaimer: I don't own Ben 10, but even if I did, I wouldn't be mean enough to do this to him, I hope…

Welcome back!

Thank you so so much to everyone who reviewed! I sometimes worry that I spend too much time on exposition about my ocs, so it's great to hear that it is actually interesting for other people to read and not just me. ;)

I've been getting some people asking me if we are going back to the present day storyline soon, and the answer is yes. In the next chapter we will check in with everybody on that end. I'm sorry it's been such a wait. It's just that when we do go back, you will likely see some stuff from present-day Ben's point of view, and I want to explain a few things in the past before you hear them in the future. Please be patient a little longer. I promise it will be worth it.

Song recommendation for this chapter is _Come Back Down_ by Danny Fernandes. At least for the last part.

Thank you to everyone for forgiving me my late update times.

Nothin' else to say, just enjoy!

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><p>"Warton's heart became heavier than it had ever been in all his life. For the first time, there was absolutely no hope in it."<p>

_A Toad for Tuesday_ by Russell E. Erickson

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><p>"Nothing is more thoroughly dampened than fresh hope reduced to ash."<p>

_Laws of Conquest_, by Zithsian warlord Ungarred

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><p><strong>Four Years Ago<strong>

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><p>"Now, explain."<p>

Viglax's voice was a quiet growl, charged with a menace which seemed to fill the med bay's file room, and most of his subjects would already be trembling at the obvious danger it hinted at, but Atron seemed entirely unaffected. Slarssans were completely logical during confrontations. They had their differences in opinion, and in fact relished debates. However, their arguments were always rooted firmly in fact, and they would never respond emotionally to any argument.

"Gladly, lord." The Miertoh selected a data pad from those on his desk. He tapped the screen to bring up the file he was looking for and then handed the pad to his master. Vilgax glanced at the screen and saw that Atron had already compiled Ben's illness and treatment records. He was always prepared.

Vilgax glanced toward the door to the main part of the med bay where Ben was sleeping. He had looked much better when the warlord had returned from his first mate's room. The sweating and shivering had stopped, and his breathing had been relaxed and peaceful. At times like this, it was easy to forget the powers that the child wielded with such skill and fire. Humans were a young race, just barely beginning to take a hand in their own biology. They were still very vulnerable to illness. Vilgax despised them for it.

The warlord turned back as his Miertoh continued to speak.

"If you will look at the charts," Atron gestured fluidly, "You will notice that my error came from a failure to account for the genetic modifications from the device that he is bonded to."

Vilgax flicked a tentacle dismissively. "Those modifications occur only when he morphs."

Atron gestured negatively. "I am referring to his genetic connection to the device itself, lord. It seems to have altered his DNA very slightly at the base level. Not enough to be noticeable, but sufficiently to allow the symbiotic connection which…"

Vilgax cut him off with a sharp gesture. "That is enough Miertoh. I am familiar with the connection. I trust that you will take greater care when administering to him in the future."

Atron bowed slightly. "I will take the utmost care in his treatment, lord." He always did so, but Atron did not say that. This was merely his Vilgax's manner. His lord knew that he was the most careful and skilled being for the job, or else Atron would not still be here.

The warlord flicked a tentacle in acknowledgement. He seemed about to leave, but then turned back, eyes hard.

"You will speak of this to no one," he ordered. "It concerns you only as it influences his treatment. Inform me when he awakens."

Atron bowed again as his lord moved away. He then placed the files back in their storage container and went back to his work. In this position you learned not to expect explanations for everything, particularly where Vilgax was concerned.

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><p>Ben was awake.<p>

He still felt week and his skin was too sensitive as he shifted beneath the sheets, but the pain was gone. It was a profound relief, like waking from a nightmare, and for a moment Ben simply lay there, breathing contentedly. Wait, why was he under a sheet?

Ben opened his eyes.

Soft, white light greeted him and he realized that he must still be in the infirmary. He was lying on one of the examination tables that he had seen during his earlier visits, but if felt almost as soft as a bed now. He seemed to be alone, but in the distance he could hear a faint chime, as though someone had struck a wine glass with a metal fork.

Ben's mind was beginning to work now, to wake up after what seemed like forever. A thought fluttered through his mind on delicate gossamer wings, awakening the faint stirrings of hope. He had just remembered something that caused his heart to quicken and his breath to catch in his throat.

Vilgax had ordered not to leave his cell. He had never forbidden him from escaping the ship.

Ben sat up gingerly, pushing the covers back with one hand. He still felt exhausted and his skin was very tender when it rubbed against the sheets, yet he was shaking with nervous tension. This was his best, and perhaps his only, chance of escape. He had to succeed, no matter what.

However, as he sat up, he noticed the first complication. His clothes were gone. Instead of his white and black t-shirt and green cargo pants, he was clad only in a kind of long nightshirt or hospital gown, though there was no split down the back, thankfully. It was made of plain, gray fabric and went slightly past his knees. He looked around for his clothes, but they were not in evidence, and he knew he couldn't waste time with a more thorough search.

Well, he would just have to manage without them then. Vilgax or that doctor could come in at any minute and then he would lose his chance, possibly forever.

Ben hopped off of the table and then immediately grabbed the edge of it as a wave of dizziness washed over him. He shut his eyes as the world seemed to spin. As the dizziness receded, he glanced apprehensively toward the door at the back of the room. Someone was back there. He could hear another chiming sound, and a rustle of movement.

He took one slow step backwards and then another, his eyes never leaving the door the noises had come from. He continued backing this way until he could sense the door out to the corridor looming at his back.

He turned then and, taking hold of the handle with both hands, slid the heavy door open, still watching the back of the infirmary uneasily. As soon as the space was wide enough, he darted through the door, only to run headlong into a tall, feathery alien who had been poised to enter. The tray of small, clear vials which the alien had been carrying went flying out of its hands, the vials clattering on the floor with a sound that seemed as loud as machine gun fire, but Ben did not see them. After the momentary shock, he barrelled into the alien and past, and bolted down the corridor, knowing only that his chance of escape was growing slimmer every second.

The metal floor was cold beneath his feet, but Ben kept running. He had had no immediate direction in mind, but as he ran, he recognized the oval door that signalled the elevator, and an idea glowed to life. Ben skidded to a halt and slapped his palm on the pad that activated the elevator. The door slid open, to his relief, and he slipped inside. The floor lit up immediately, and the navigation lights flickered on like multi-coloured fireflies. Ben thought that he could hear a noise behind him, but it was difficult to tell over the blood pounding in his ears. He had no time to hesitate in any case. He gingerly moved his hand into the array of lights, swiftly touching as many as he could. The door slid closed as before, and Ben lent against the wall, if only for a moment. His heart was racing as though he had run a marathon, and he was surprised to feel his legs shaking under him. He held up a hand. Even his hands were shaking.

The door to the elevator slid smoothly open and Ben glanced out to check that the coast was clear, and then ventured into the hallway.

There was an open door ahead and to the left, and he made for it without giving himself time to think. It looked like some kind of storage room, rows and rows of shelves stacked with grey storage crates. It was dimly lit and empty so far as he could see and Ben ducked inside gratefully. He quietly slid the door closed and then pressed himself against one of the walls of crates and tried not to breath.

Outside the room he could hear nothing. It was eerily quiet, and he felt the urge to go and peak out of the door. He resisted and waited, breathing quietly, listening to the blood pulsing in his ears.

Ben's heartbeat gradually slowed. His legs felt stiff from standing still and tense as he was, but he couldn't relax. He had to be ready in case someone opened the door.

When he had run headlong out of the infirmary, he hadn't taken the time to think how he would escape. He had simply seen his chance and taken it. But now his mind began to work.

Vilgax would be looking for him. He had probably already sent his robots to search the ship. Point being, Vilgax would find him in here; it was only a question of when. Ben allowed his shaking legs to sink into a crouch. It seemed to relieve the feeling somewhat.

When he had touched the symbols in the elevator, it had been completely random. He was almost certainly on a different floor, but it might be only one floor removed, or fifty. And he had no idea how big the ship was, though he figured that it must be fairly large, if only based on the ship Ben had seen, and subsequently blown up, during his first encounter with Vilgax. If he had managed to find and hole-up in some out-of-the-way corner, it might be a long time before he was found – long enough, perhaps, to find his way to the docking bay. His only chance was to find a small vessel and steal it but he was flying blind. He didn't know where he was in the ship, and he didn't know how to use the elevator. He also wasn't certain that he could find his way back to the docking bay even if he made it back to the more familiar part of the ship. And then there was the fact that his heart was still beating faster than normal and his knees felt like they were filled with water.

Just as he was wondering whether to leave the room and begin his search or whether to sit down for a moment and wait for the shaking to stop, the door slid open and both options evaporated like the smoke from a blown out candle.

Vilgax stood there, seeming to fill the room with his smouldering gaze. He looked at least thirty feet tall. Ben froze against the wall. He knew Vilgax had seen him, but his mind just wouldn't accept it. He needed, at least for one more second, to believe that he had a chance to escape.

"Come here Ben." Vilgax's voice was quiet, a calm growl, but Ben knew he was angry. His tentacles hung still but tensed, almost quivering.

Ben felt a little trickle of anger himself. What, had Vilgax thought he wouldn't even try to escape from this nightmare? But the anger was mild. What he mostly felt was sick.

Vilgax was waiting, Ben recognized with an inward shudder. He could obey, or he could be forced. Ben felt trapped, pinned to the wall by the alien's gaze. A bead of sweat crawled maddeningly down the small of his back and his bare feet had begun to cramp on the cold metal. His head was heavy and sore, and he could feel his legs shaking again. He wished Grandpa and Gwen would come bursting in to save him, and he wished his mother was there to wrap her warm arms around him, but no one was here. There was only him. He was alone. And he just couldn't do it again. Not now.

Slowly he stood, aided by one hand on the wall behind him and, moving away from the poor shelter of the wall, walked over to Vilgax. He stopped before he got too close and stood shakily, wishing vainly for something to lean against.

Vilgax knelt, bringing his face closer to Ben, red eyes never leaving the boy's face. He did not seem surprised that Ben had done as he had ordered. His tentacles were still tense, as though about to fasten about someone's throat.

"You will never run away again," Vilgax said quietly, and it was both an order and a promise.

Ben's throat was suddenly very dry.

"You're not going to kill me, are you?" He asked dully, but he already knew the answer. He didn't know why he hadn't known it before. Perhaps he simply hadn't wanted to believe it.

"No," Vilgax answered in that same quiet tone, like gravel grating beneath the tires of a car.

"Why not? Ben felt lightheaded, but he felt that he had to ask, as long as Vilgax kept answering.

"You know so little," the alien said, and his tentacles shifted as a ripple seemed to pass through them. "I have no desire to harm you."

"What are you talking about?" Ben retorted desperately. "We're enemies! You hate me! You've been trying to kill me since before I even knew you existed!"

Vilgax's tentacles wriggled again and Ben had the sudden impression that he was being laughed at.

"We are no longer enemies," the alien said. "An enemy would be a threat to me, and you ceased to be that when you surrendered. It is something you will never be again."

_No!_ Ben was screaming internally. _This is temporary! It __**has**__ to be!_ His throat wouldn't work. All that he could do was to shake his head dumbly. Vilgax continued, although for once Ben wished that he would stop.

"You will be here for the remainder of your life and you must learn to accept it."

"Why?" Ben breathed, almost pleading. He didn't want to hear this, hadn't wanted to speak, but he couldn't stop himself. Everything felt surreal, as though he were trapped in a nightmare.

Vilgax stood once more, towering. He seemed to withdraw, although his voice was the same.

"Because that is my will," he said with finality. His tentacles waved, brushing away invisible cobwebs. "Come," he ordered.

Ben thought he might scream. He couldn't take much more of this. Surely soon he would crack, then shatter into a million pieces. He was shaking with the pent-up emotion, unless that was just his weakened body trying to keep him upright. The only saving grace was that Vilgax had ordered him rather than commanding. He was still technically in control of himself, small comfort as that was. He took one step, and then another. His eyes were aching, but he forced them wide open and kept walking. He couldn't let himself cry.

* * *

><p>The trip back to the infirmary was silent. Ben couldn't bring himself to speak, and in fact, most of his energy was spent simply on continuing to put one foot in front of the other. He would not show any more weakness in front of his enemy. And he wouldn't admit that what he was most afraid of was Vilgax carrying him back.<p>

It was a short journey, though Ben was still in the dark about how far he had actually gotten in his ill-fated escape attempt. The elevator could have passed hundreds of floors.

Ben could feel his stomach settle lower into his shoes as they neared the door. He had the sudden impulse to bolt; not with any hope of escape, but simply to put off the time when he would have to walk through it. He felt as though something indefinable was slipping away from him like water through a sieve. But the shear uselessness of flight made him hesitate too long, and then he was through the door and it closed behind him.

What happened next was simply torture. Ben sat or stood emotionlessly as the doctor performed several tests on him, including the coloured-light scan from before. None of them were painful or even uncomfortable, but Ben was in agony the whole time. He was fighting a slowly losing battle against breaking down, and it seemed years until the final test was complete and he was escorted back to his cell. The only saving grace was that nobody made him talk. There was a hard lump in his throat that he couldn't possibly have spoken around. The doctor occasionally directed him to hold out one arm or stand still, but aside from that he might just as well not have been there. Vilgax and the doctor talked constantly about him over his head and expected no input from him. It was almost like they thought that he wasn't there or couldn't understand. This made the experience both easier and much worse than it would otherwise have been. Perhaps he could have used the information to learn more about what had caused his illness, but he couldn't bring himself to care enough to concentrate on the conversation.

Only when he was once more faced with that familiar hated room did he find the energy to realize that he was still wearing the grey night-shirt. The doctor had made him put on some soft grey slipper-things with rubbery soles, so at least his feet were warm, but the realization of his dress halted his feet and he turned with a sudden urgent thought.

"I forgot to bring my clothes," he stated softly.

"Clothes have been provided for you in your room," Vilgax returned evenly. It was impossible to tell whether he was surprised at the question, even if Ben currently possessed the inclination to try and puzzle the monster out.

"What happened to _my_ clothes?" Ben thought that there might be a note of panic in his voice now, but there was nothing he could do about it.

Vilgax waved one tentacle, and now his voice was definitely dismissive.

"They were damaged and have been disintegrated."

Ben's head swam. His tongue seemed to cleave to the roof of his mouth and he could only stare at Vilgax incredulously.

"The clothes you have been provided with are more than adequate," his captor continued. "Now rest. You are still recovering." He paused for a moment before the command. "Do not leave your room."

Ben walked shakily into his cell, and the door slid closed. He felt as though he had swallowed a stone which was now lodged in his throat, pressing painfully into his flesh. They had only been clothes, yet he felt as though he had lost his only friend. They had at least been something familiar; something of his. He swallowed as best he could and then felt the warm liquid building at his eyes. He had not cried when he thought Grandpa and Gwen might not be coming for him, or when he wondered if he would ever see his parents again, but now he could not stop it. He made it to the bed, had just time to press his face into his pillow before the first sob forced its way out.

He lay there, crying helplessly, letting the sobs shake his body and force their way painfully from him. Perhaps Vilgax was watching, but there was nothing he could do about that. He was trapped in a nightmare and, for the first time, he knew that there was no escape.

* * *

><p>Thanks for reading, everyone!<p>

I must love standoffs in warehouses.

I would love to say that I had Ben's escape planned way back when Vilgax gave him that order, but the truth is that I completely didn't notice that Vilgax hadn't ordered him not to escape from the ship. I only noticed the omission later during a reread, so this chapter kind of emerged out of nowhere. For all of that however, I really liked how it turned out, and what it added to the story.

And we were _so _close to learning what Ben's connection to the omnitrix is all about in this story. I will hopefully be spilling those particular beans, to the readers at least, in the next couple of chapters. Until then, any guesses?

Next time we take a brief trip into the present to see how Gwen is doing.

Let me know what you think, and see you all soon!


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